Common use of Voting of Shares Clause in Contracts

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) During the Term (as hereinafter defined), the Stockholder hereby irrevocably and unconditionally agrees that, prior to the Expiration Time, at any annual, special or other meeting of the stockholders of Clearwire (“Clearwire Stockholders”) called for the Company, however called, and in any written action by consent purpose of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) voting upon the adoption of the Merger Agreement; (ii) Agreement and the Merger and each approval of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): , the approval of matters subject to a vote of the Clearwire Stockholders pursuant to the Note Purchase Agreement, or the approval of any Acquisition Proposal (a “CIC Stockholders Meeting”), and at any adjournment or postponement thereof, the Stockholder will: (i) any merger, consolidation appear in person or other business combination involving the Company by proxy at each CIC Stockholders Meeting or any subsidiary otherwise cause all of the Company; Clearwire Shares beneficially owned by the Stockholder at such time to be counted as present at such meeting for purposes of calculating a quorum (to the extent the Stockholder beneficially owned such shares on the record date for the CIC Stockholders Meeting); (ii) any sale vote (or other transfer of all or substantially cause to be voted) all of the assets Clearwire Shares beneficially owned by the Stockholder (to the extent the Stockholder beneficially owned such shares on the record date for the CIC Stockholders Meeting), in person or by proxy, (A) in favor of approving and adopting the Merger Agreement, (B) in favor of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal matters to be voted upon by Clearwire Stockholders at the Parent Stockholders Meeting (as defined in the Merger Note Purchase Agreement); (iv) any liquidation, dissolution or winding up pursuant to Section 7.01(c) of the Company; Note Purchase Agreement (vthe “Note Issuance Required Vote”) and (C) in favor of any amendment proposal to adjourn or postpone any CIC Stockholders Meeting to a later date (but prior to the Company’s certificate expiration of incorporation or bylaws that the Term) if there are not sufficient votes for approval of such matters on the date on which such CIC Stockholders Meeting is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, held to interfere with or delay in any material respect the Merger or vote on any of the other transactions contemplated foregoing matters (the “Covered Matters”); and (iii) vote (or cause to be voted) all of the Clearwire Shares beneficially owned by the Stockholder at such time (to the extent the Stockholder beneficially owned such shares on the record date for the CIC Stockholders Meeting), in person or by proxy, against (A) any Acquisition Proposal (other than the Merger), (B) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Stockholder under this Agreement or, to the knowledge of the Stockholder, of Clearwire under the Merger AgreementAgreement or the Note Purchase Agreement and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, postpone, prevent, discourage, adversely affect or inhibit the timely consummation of the Merger, the issuance of the Notes (or Clearwire Common Stock or units of Clearwire Communications, LLC, a Delaware limited liability company (“Clearwire LLC”) for which such Notes will be exchangeable) pursuant to the Note Purchase Agreement or, to the knowledge of the Stockholder, the fulfillment of Sprint’s, Clearwire’s, Clearwire LLC’s or Acquisition Corp.’s conditions under the Merger Agreement or the Note Purchase Agreement or the Stockholder’s obligations under this Agreement or change in any manner the present capitalization of Clearwire or Clearwire LLC or the voting rights of any class of shares of Clearwire (including any amendments to Clearwire’s Certificate of Incorporation or Bylaws). (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director The obligations of the CompanyStockholder specified in Sections 2(a)(i), as applicable, including (ii) and (iii) shall apply whether or not the Merger or any actions taken in connection with action described above is recommended by the exercise Board of the rights Directors of the Company or its board of directors Clearwire (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock). (c) Except as expressly set forth in this Agreement, the Stockholder has delivered to Parent a duly executed proxy may vote the Clearwire Shares beneficially owned by it in its discretion on all matters submitted for the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution vote of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers stockholders of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Clearwire.

Voting of Shares. (a) Stockholder hereby agrees thatSubject to Section 2.4, prior to the Expiration Timeeach Stockholder, by this Agreement, at any every annual, special or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, however called, irrevocably agrees to vote any and in all of its Shares entitled to be voted thereat or to cause any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause and all issued and outstanding shares of Company Common Stock Owned by Stockholder such Shares to be voted: (ai) in favor of: (i) of the adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; , (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) any action in furtherance favor of any other matter relating to the consummation of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): . Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Subject to Section 2.4, in furtherance of the agreements contained in Section 2.3(a) of this Agreement and as security for such agreement, each Stockholder hereby irrevocably appoints Cxxxxxx X. Xxxxxxx and Mxxxxxx X. Xxxxx (the “Grantees”), and each of them individually, as the sole, exclusive, true and lawful proxies of such Stockholder, to vote each of such Stockholder’s Shares as its proxies, for and in the name, place and stead of such Stockholder, with full power of substitution and resubstitution, (i) any merger, consolidation or other business combination involving the Company or any subsidiary in favor of the Company; (ii) any sale or other transfer of all or substantially all adoption of the assets Merger Agreement and approval of the Company Merger and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. , (bii) Notwithstanding anything against any matter referred to the contrary contained in Section 2.3(a)(ii) of this Agreement, nothing (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement, and (iv) in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of the Company held in connection with any of the foregoing. Each Stockholder hereby affirms and agrees that the irrevocable proxy set forth in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken Section 2.3 is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Each Stockholder hereby further affirms and agrees that the irrevocable proxy is coupled with an interest and, except as set forth in this Section and Section 2.4 is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Shares in accordance with Section 2.3(a) above as instructed by Parent in writing. Each Stockholder shall promptly deliver to Parent any proxy cards that such Stockholder receives with respect to the voting of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Each Stockholder hereby represents that any proxies heretofore given in respect of its Shares, if any, are revocable, and hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)such proxies.

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration TimeTermination Date, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder any Subject Shares not acquired pursuant to the Offer to be voted: : (a) in favor of: (i) of the Merger and the adoption of the Merger Agreement; (ii) Agreement and the Merger and terms thereof, in favor of each of the other transactions actions contemplated by the Merger Agreement; Agreement and (iii) in favor of any action in furtherance of any of the foregoing; and ; (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any mergeraction or agreement that would result in a breach of any representation, consolidation warranty, covenant or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets obligation of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); and (ivc) against any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws action that is not expressly approved by Parent; and (vi) any other action which is intended, or would that could reasonably be expected, to impede, interfere with with, delay, postpone, discourage or delay in any material respect adversely affect the Offer or the Merger or any of the other transactions contemplated by Contemplated Transactions or this Agreement. Prior to the Merger Agreement. Termination Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b) Notwithstanding anything to )” or clause “(c)” of the contrary contained in this Agreementpreceding sentence. For the avoidance of doubt, nothing in this Agreement (a) limits shall in any way limit Stockholder’s right to vote the Subject Shares in Stockholder’s sole discretion on any matters other than the foregoing matters that may be submitted to a stockholder vote, consent or affectsother approval. Notwithstanding the foregoing or any contrary provision hereof, no covenant or gives rise agreement herein of Stockholder, and no action taken or omitted to any liability of Stockholder by virtue of, any actions be taken by Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of Stockholder (whether in his or her Stockholder’s capacity as an a stockholder, director or officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (otherwise) for any purpose under any employment, severance, change-in-control or any committee thereof) under the Merger Agreement similar agreement or (b) obligates arrangement to which Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockmay be party. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeClosing or the termination of this Agreement, at any meeting of the stockholders holders of the CompanyCompany Common Shares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Shareholder shall vote or cause to be voted (including by written action consent, if applicable), in person or by consent of stockholders proxy, all of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder Shareholder's Shares entitled to be voted: vote thereon, (ai) in favor of: (i) the adoption of the Merger Agreement; (ii) Sale pursuant to the Merger Contract and each of the other transactions actions contemplated by the Merger Agreement; Contract and this Agreement and any actions required in furtherance thereof and hereof, (ii) against any action or agreement that would result in an action or breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of FUR under the Contract or this Agreement and (iii) against any action in furtherance sale of any of the foregoing; and (b) against the following actions (Properties to any party other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementRadiant. (b) Notwithstanding anything The Shareholder hereby appoints Radiant its proxy, with full power of substitution and revocation, for and in the name, place and stead of the Shareholder, to vote upon and act with respect to all of Company Common Shares registered in the name of the Shareholder or with respect to which the Shareholder is entitled to vote and act only in respect of the Sale (as described in the Contract) at any Company shareholders' meeting called to consider the Sale in favor of the Sale pursuant to the contrary contained Contract. This proxy does not accord any voting rights to Radiant other than the right to vote in favor of the Sale pursuant to the Contract; Radiant shall not have the right under this proxy to vote on any other matter that may be presented to FUR shareholders. The Shareholder has not heretofore granted any proxy or proxies to vote upon or act with respect to the Sale. Additionally, the Shareholder hereby ratifies and confirms all that said proxy, its substitutes, or any of them, may lawfully do pursuant to this Section 1(b). This proxy shall be irrevocable and shall survive the bankruptcy, merger, dissolution or liquidation of the Shareholder unless terminated pursuant to the terms hereof. If the shareholders of FUR approve the Sale pursuant to the Contract by written consent in lieu of a meeting of shareholders, the Shareholder will execute such consent and provide a copy to Radiant. In addition to the other covenants and agreements of the Shareholder provided for elsewhere in this Agreement, nothing the Shareholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSection 1. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) The Stockholder hereby covenants and agrees thatthat until the termination of this Agreement in accordance with the terms hereof, prior to the Expiration Time, Stockholder shall (a) appear at the Company Meeting or any other meeting of the stockholders of the Company, however called, and or otherwise cause his, her or its Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote in favor of any written action by consent proposal to adjourn such meeting if necessary to permit the further solicitation of stockholders proxies in the event that there are not sufficient votes at the time of such meeting to approve the CompanyMerger Agreement, unless otherwise directed in writing by Parent(c) vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its Shares (ai) in favor of: (i) of the adoption approval of the Merger Agreement; , and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance against approval of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Alternative Acquisition Agreement. (b) Notwithstanding anything Subject to the contrary contained last sentence of this Section 1(b), the Stockholder hereby irrevocably (to the extent permitted by law) grants to, and appoints, the Buyer as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares, if the Stockholder is unable to perform his, her or its obligations under this Agreement, nothing at any meeting of the stockholders of the Company called with respect to any of the matters specified in, and solely in accordance and consistent with, Section 1(a). The Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company or its board obligations of directors (or any committee thereof) the Stockholder under this Agreement. Except as otherwise provided for herein, the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting affirms that the appointment of the Subject Securities on proxy is coupled with an interest and intended to be irrevocable in accordance with the matters referred to in provisions of Section 3(a).7.22

Voting of Shares. (a) Stockholder Subject to Section 2.1(b), the Investor shall have full voting rights with respect to the Shares pursuant to the Company’s certificate of incorporation and by-laws and applicable Law. (b) The Investor hereby agrees that, prior to the Expiration Timeuntil such time as an Investor Rights Termination Event has occurred, at any meeting of the stockholders of the Company, however called, and or at any adjournment or postponement thereof (a “Company Stockholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including by written action consent) is sought by or from the stockholders of the Company: (i) the Investor shall appear at such Company Stockholders’ Meeting or otherwise cause all Subject Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the stockholders of the Company (x) for the election of directors of the Company (or relating to procedures applicable to the election of directors) or (y) relating to equity incentive plans or other employee or director compensation matters, the Investor shall vote and cause to be voted all Subject Shares in the manner recommended by the Board at any such Company Stockholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought; it being acknowledged and agreed that the Investor may vote or cause to be voted (or withhold its vote in respect of) all Subject Shares on all other matters (other than those described in the foregoing clauses (x) and (y)) in such manner as it determines in its sole and absolute discretion. (c) For purposes of this Agreement: (i) “Subject Shares” means, at any given time, such Voting Securities as the Investor may directly or indirectly beneficially own at such time; and (ii) “Voting Securities” means securities of the Company having the power generally to vote on the election of directors and other matters submitted to a vote of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (a) in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action , as the Merger Agreement may be modified or amended from time to time in furtherance of any of a manner not adverse to the foregoing; Stockholders, and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementAlternative Transaction. (b) Notwithstanding anything Each Stockholder hereby irrevocably grants to, and appoints, Acquiror, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the contrary contained stockholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that Acquiror is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement, nothing in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of directors (or Section 212(e) of the Delaware General Corporation Law. Notwithstanding any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution provisions of this Agreement by StockholderAgreement, Stockholder hereby revokes any and all prior proxies or powers the irrevocable proxy granted hereunder shall automatically terminate upon the termination of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)this Agreement.

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeClosing or the termination of this Agreement, at any meeting of the stockholders holders of the CompanyCompany Common Shares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Shareholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder Shareholder's Shares entitled to be voted: vote thereon, (ai) in favor of: (i) the adoption of the Merger Agreement; (ii) Sale pursuant to the Merger Purchase and Sale Agreement and each of the other transactions actions contemplated by the Merger Agreement; Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof, (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Purchase and Sale Agreement or this Agreement and (iii) against any action in furtherance sale of any of the foregoing; and (b) against the following actions (Properties to any party other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementSouthwest. (b) Notwithstanding anything The Shareholder hereby appoints Southwest its proxy, with full power of substitution and revocation, for and in the name, place and stead of the Shareholder, to vote upon and act with respect to all of the Company Common Shares registered in the name of the Shareholder or with respect to which the Shareholder is entitled to vote and act only in respect of the Sale (as described in the Purchase and Sale Agreement) at any Company shareholders' meeting called to consider the Sale, or at any adjournment of such meeting, and the Shareholder directs that such proxy be voted in favor of the Sale pursuant to the contrary contained Purchase and Sale Agreement. This proxy does not accord any voting rights to Southwest other than the right to vote in favor of the Sale pursuant to the Purchase and Sale Agreement; Southwest shall not have the right under this proxy to vote on any other matter that may be presented to the Company shareholders. The Shareholder has not heretofore granted any proxy or proxies to vote upon or act with respect to the Sale. Additionally, the Shareholder hereby ratifies and confirms all that said proxy, its substitutes, or any of them, may lawfully do by virtue hereof. This proxy shall be irrevocable and shall survive the bankruptcy, merger, dissolution or liquidation of the Shareholder, unless terminated pursuant to the terms hereof. In the event that the shareholders of the Company take action to approve the Sale pursuant to the Purchase and Sale Agreement by written consent in lieu of a meeting of shareholders, the Shareholder will execute such consent and provide a copy to Southwest. In addition to the other covenants and agreements of the Shareholder provided for elsewhere in this Agreement, nothing the Shareholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSection 1. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (ai) Stockholder hereby agrees thatAt the Stockholders’ Meeting, prior to the Expiration Time, and at any meeting of the stockholders of the Company, however calledadjournment or postponement thereof, and in any other circumstances upon which a vote, consent or other approval (including by written action consent) with respect to the Investment Agreement, the Porsche Merger Agreement, the other Transaction Documents or any of the Transactions is sought, Stockholder shall, including by executing a written consent solicitation if requested by the Company, Audi or Porsche, vote (or cause to be voted), in person or by proxy, the Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn the Stockholders’ Meeting which the Company supports. (ii) At every meeting of stockholders of the CompanyCompany or at any adjournment or postponement thereof and in any other circumstances upon which Stockholder’s vote, unless otherwise directed in writing consent or other approval (including by Parentwritten consent) is sought, Stockholder shall vote (or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: the Subject Shares against any (i) the adoption of the Merger Agreement; Company Adverse Recommendation Change, (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and Company Acquisition Proposal or Company Superior Proposal, (iii) action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any action in furtherance covenant, representation or warranty or any other obligation or agreement of the Company or any of the foregoing; Company’s Affiliates under the Investment Agreement or the Porsche Merger Agreement, and (biv) against amendment of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation Company’s or Parent’s Certificate of Incorporation or Bylaws or other business combination action, proposal or transaction involving the Company or any subsidiary of its Subsidiaries (including, without limitation, Parent), which amendment or other action, proposal or transaction would reasonably be expected to impede, interfere with, delay, frustrate, prevent or nullify any provision of the Investment Agreement, the Porsche Merger Agreement or any other Transaction Documents, inhibit the timely consummation of the Transactions or change in any manner the voting rights of any class of capital stock of the Company; (ii) . Stockholder shall not commit or agree to take any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection inconsistent with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockforegoing. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby Each Shareholder covenants and agrees that, prior to until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Shareholder Meeting or any other meeting of the stockholders Shareholders of the Company, however called, and in any written action by written consent of stockholders the shareholders of the Company, unless otherwise directed in writing by Parentsuch Shareholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) , all of such Shareholder's respective Shares in favor of: (i) of the adoption and approval of the Merger Agreement; (ii) , the Merger Merger, and each of the other transactions contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Shareholders. Each Shareholder further covenants and (iii) agrees that such Shareholder will not vote any action Shares in furtherance favor of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Acquisition Proposal, (ii) any merger, consolidation consolidation, reorganization, recapitalization, sale of assets, liquidation, dissolution, or other business combination transaction involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; , (iii) any Takeover Proposal (as defined in removal of members of the Merger Agreement); (iv) any liquidation, dissolution or winding up board of directors of the Company; , (viv) any amendment to the Company’s certificate 's articles of incorporation or bylaws that is not expressly approved by Parent; and incorporation, (viv) any other action which that is inconsistent with the Merger or that is intended, or would could reasonably be expected, to impede, interfere with with, delay, postpone, discourage, or delay in any material respect adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Shareholder Agreement. (b) Notwithstanding anything Each Shareholder hereby irrevocably grants to, and appoints, the Parent, and any individual designated in writing by the Parent, and each of them individually, as such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the contrary contained shareholders of Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Shareholder understands and acknowledges that the Parent is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Agreement, nothing in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).Article 2.29

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock the Subject Securities Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Acquisition Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate articles of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant warrant, conversion right or other right to acquire any Company Common Stock. Furthermore, nothing in this Agreement shall in any manner require any individual serving, at the request of or on behalf of Stockholder, on the board of directors of the Company to take, or restrict any such individual from taking, any action, including any action with respect to Subject Securities, in his or her capacity as a director of the Company. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), such Proxy ) covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration Time, at At any meeting of the stockholders of the Company and in connection with any proposed action by the stockholders of the Company, however calledin each case where the record date therefor occurs during the Restricted Period, (i) each Stockholder shall, and in any written action by consent shall cause the Specified Entities to, with respect to each such meeting of stockholders of the Company, unless otherwise directed attend in writing person or by Parentproxy with respect to all Shares over which such Stockholder, or any Specified Entity, has Voting Power for purposes of establishing a quorum, (ii) each Stockholder shall, and shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder the Specified Entities to, vote or cause to be voted: , or otherwise act or cause an action to be taken with respect to, all such Stockholder’s Excess Shares, if any, in the manner determined by the Voting Committee, so long as the Voting Committee’s determination is communicated to such Stockholder at least three (a3) Business Days prior to the applicable meeting or the last day for the taking of the proposed action, and (iii) each Stockholder may vote or otherwise act or cause to be voted or for action to be taken with respect to, all of such Stockholder’s Voting Power (other than the Voting Power represented by the Excess Shares) in favor of: such Stockholder’s discretion. If as of the record date with respect to any meeting of stockholders or other proposed action by stockholders, the Stockholders Voting Percentage exceeds 12.5%, the “Excess Shares” of each Stockholder and Specified Entity shall be, with respect to such meeting or other proposed action, a number of Shares equal to the product of (i) the adoption number of the Merger Agreement; Shares then beneficially owned by such Stockholder or Specified Entity, as applicable, and (ii) a fraction the Merger numerator of which shall be the amount by which the Stockholders Voting Percentage exceeds 12.5% and each the denominator of which shall be the Stockholders Voting Percentage; if as of the other transactions contemplated by the Merger Agreement; and (iii) record date with respect to any action in furtherance meeting of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation stockholders or other business combination involving proposed action by stockholders, the Company Stockholders Voting Percentage is equal to or any subsidiary of less than 12.5%, the Company; (ii) any sale or other transfer of “Excess Shares” shall be zero for all or substantially all of the assets of the Company Stockholders and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementSpecified Entities. (b) Notwithstanding anything to the contrary contained in this Agreementforegoing, nothing in this Agreement (a) limits or affects, or gives rise with respect to any liability vote taken for the approval or adoption of any proposed Sale Transaction not resulting from a breach of Section 3.02, each Stockholder by virtue of, any actions taken by and Specified Entity may vote all Shares over which such Stockholder or Specified Entity holds Voting Power (including all Excess Shares) in his such Stockholder’s or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSpecified Entity’s discretion. (c) Each Stockholder has delivered hereby irrevocably appoints, and shall cause each Specified Entity to Parent a duly executed appoint, the Company, its designees, and each of them individually, as such Stockholder’s or Specified Entity’s, as applicable, proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute consents, with respect to the Excess Shares as of any applicable record date during the Restricted Period, in each case solely to the extent and in the form attached hereto as Exhibit A manner specified in this Section 3.03. This proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder shall not, and shall cause each Specified Entity not to, directly or indirectly grant any Person any proxy (the “Proxy”revocable or irrevocable), power of attorney or other authorization with respect to any of such Proxy covering Stockholder’s or any Specified Entity’s Excess Shares that is inconsistent with this Section 3.03, except to the Subject Securitiesextent permitted by the last sentence of Section 2.2 of the Support Agreement. Upon The proxy and power of attorney granted pursuant to this Section 3.03 by each Stockholder and Specified Entity shall be irrevocable during the execution Restricted Period (or, if a record date occurs during the Restricted Period, and the related vote or other action is not to occur until after the Restricted Period, shall be irrevocable on the day after the applicable meeting of this Agreement by Stockholderstockholders or the day after the last day for the taking of such action), Stockholder hereby revokes shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder or powers any Specified Entity with regard to such Stockholder’s or Specified Entity’s Excess Shares and such Stockholder acknowledges that the proxy constitutes an inducement for the Company to enter into this Agreement. The power of attorney given granted by each Stockholder with respect to voting and Specified Entity is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder or Specified Entity. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Subject Securities Restricted Period (or, if a record date occurs during the Restricted Period, and the related vote or other action is not to occur until after the Restricted Period, such proxy and power of attorney granted hereunder shall terminate on the matters referred to in Section 3(aday after the applicable meeting of stockholders or the day after the last day for the taking of such action).

Voting of Shares. (a) Stockholder hereby agrees a. In the event that, prior pursuant to Section 6.16 of the Merger Agreement, Parent has obtained a determination from the Toronto Stock Exchange that the Parent Unitholder Consent is required and may be obtained by an action by written consent, then BAM shall deliver such written consent to the Expiration Time, at any meeting of Company and the stockholders of the Company, however calledToronto Stock Exchange promptly, and in any written event within five (5) Business Days, following such determination. In the event that, pursuant to Section 6.16 of the Merger Agreement, Parent has been unable to obtain from the Toronto Stock Exchange a determination, within twenty (20) Business Days following the date hereof, that either (i) the Parent Unitholder Consent may be obtained by an action by written consent or (ii) the Parent Unitholder Consent is not required, then, from the date hereof and continuing until the Expiration Date (as defined below), at the Parent Unitholder Meeting and at every other meeting of the holders of Parent Common Units called with respect to any of the following, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of stockholders holders of Parent Common Units, with respect to any of the Companyfollowing, unless otherwise directed in writing by ParentBAM shall vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all Parent Common Units and REUs that BAM owns, beneficially (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of record as of the date hereof, and any additional Parent Common Units and REUs that BAM may acquire beneficial (within the meaning of Rule 13d-3 under the Exchange Act) or record ownership of, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof (collectively, the “Subject Units”) that BAM is entitled to vote (including by delivering to the Secretary of Parent a duly executed proxy card): (a) in favor of: (i) the adoption of the Merger Agreement; (ii) issuance of the Parent Common Units in the Parent Common Units Exchange pursuant to the Merger Agreement and each the approval of the other transactions contemplated by the Merger Agreement; Transactions and (iii) any action or proposal that would reasonably be expected to be in furtherance of any of the foregoing; , and (b) against the following actions any other action, proposal or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other than the Merger and the transactions contemplated by obligation or agreement of Parent or Acquisition Sub under the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) result in any sale or other transfer of all or substantially all of the assets conditions to the consummation of the Company and its subsidiaries taken as a whole; Merger, the Bylaw Amendment or the Charter Amendment under Section 7.01 or Section 7.03 of the Merger Agreement not being fulfilled or (iii) any Takeover Proposal (as defined in impede, frustrate, interfere with, delay or adversely affect the Merger Agreement); (iv) any liquidationMerger, dissolution or winding up of the Company; (v) any amendment to Bylaw Amendment, the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; Charter Amendment and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything b. Any written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the contrary contained results of such consent. c. Except as explicitly set forth in this AgreementSection 1, nothing in this Agreement shall limit the right of BAM to vote (a) limits or affectscause to be voted), including by proxy, if applicable, in favor of, or gives rise against or to any liability of Stockholder by virtue ofabstain with respect to, any actions taken by Stockholder other matters presented to holders of Parent Common Units. Nothing in his this Section 1(c) shall be deemed to limit or her capacity as an officer or director of the Company, as applicable, including waive any actions taken in connection with the exercise of the rights obligations of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockAgreement. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the Expiration Timedate hereof until the termination of this Agreement, at any meeting of the stockholders shareholders of the Company, however called, or at any adjournment, postponement or continuation thereof (including, without limitation, each annual or special meeting of the shareholders) and in any written action by consent of stockholders the shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder the shareholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: vote the Shares (ai) in favor of: (i) the adoption of the Merger Agreement; and the adoption and approval of the Merger Agreement (together with any amendment to the Merger Agreement which does not reduce the aggregate consideration to be received by the shareholders of the Company, does not materially increase the liabilities of the shareholders of the Company, taken as a whole, or is not otherwise materially adverse to the shareholders of the Company, taken as a whole) and all transactions contemplated thereby, (ii) against any Competing Transaction and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger and Agreement, any change in the Board of Directors of the Company, or any change in the articles of incorporation, bylaws or current certificates of designations (the “Charter Documents”) which in the case of each of the other transactions contemplated by matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and Company, the transactions contemplated by the Merger Agreement): (i) any mergerAgreement or the likelihood of such transactions being consummated, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) in favor of any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up other matter necessary for consummation of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this AgreementAgreement and related agreements, nothing in this Agreement (a) limits or affectsincluding, or gives rise to any liability of Stockholder by virtue ofwithout limitation, any actions taken by Stockholder in his further amendment, waiver or her capacity as an officer or director modification of the Company, as applicable, including any actions taken Charter Documents in connection with therewith, which is considered at any such meeting of Shareholders or in such consent, and in connection therewith to execute any documents which are necessary in order to effectuate the exercise of foregoing, including, without limitation, the rights of the Company ability for Newco or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder nominees to exercise any option, warrant or other right to acquire any Company Common Stockvote such Shares directly. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (a) in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action , as the Merger Agreement may be modified or amended from time to time in furtherance of any of a manner not adverse to the foregoing; Stockholders, and (b) against the following actions (any other than Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit ANNEX A (the “a "Proxy”"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy covering in favor of the Subject Securitiesapproval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares.

Voting of Shares. (ai) Stockholder hereby agrees thatAt the Company Shareholders’ Meeting, prior to the Expiration Time, and at any meeting of the stockholders of the Company, however calledadjournment or postponement thereof, and in any other circumstances upon which a vote, consent or other approval (including by written action by consent of stockholders consent) with respect to the Merger Agreement, the other Transaction Documents or any of the CompanyTransactions is sought, unless otherwise directed in writing Shareholder shall, including by Parentexecuting a written consent solicitation if requested by the Company or Infiniti, Stockholder shall vote (or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) ), in person or by proxy, the Subject Shares in favor of: of (i) granting the adoption of the Merger Agreement; Company Shareholder Approval, (ii) any matter or transaction that would reasonably be expected to facilitate, or that otherwise arises in connection with, the Merger Merger, including, without limitation, matters related to compensation or treatment of equity of directors and each officers of Porsche which the other transactions contemplated by the Merger Agreement; Company supports and (iii) any action proposal to adjourn the Company Shareholders’ Meeting which the Company supports. (ii) At every meeting of shareholders of the Company or at any adjournment or postponement thereof and in furtherance any other circumstances upon which Shareholder’s vote, consent or other approval (including by written consent) is sought, Shareholder shall vote (or cause to be voted) the Subject Shares against any (i) Company Adverse Recommendation Change, (ii) Company Acquisition Proposal or Company Superior Proposal, (iii) action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by Company’s Affiliates under the Merger Agreement): , and (iiv) any merger, consolidation amendment of the Company’s Memorandum of Association or Articles of Association or other business combination action, proposal or transaction involving the Company or any subsidiary of the Company; (ii) any sale its Subsidiaries, which amendment or other transfer of all action, proposal or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or transaction would reasonably be expectedexpected to impede, to interfere with with, delay, frustrate, prevent or delay in nullify any material respect the Merger or any provision of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Investment Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any optionother Investment Documents or Transaction Documents, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in inhibit the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting timely consummation of the Subject Securities on Investment Transactions or Transactions or change in any manner the matters referred voting rights of any class of share capital of the Company. Shareholder shall not commit or agree to in Section 3(a)take any action inconsistent with the foregoing.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Shareholders’ Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, such Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption will vote or consent to, or cause to be voted or consented to, all of his, her or its Shares to approve the Merger Agreement; Agreement and (ii) will vote all of his, her or its Shares against, and not provide consents to, any and all Competing Transactions and agreements providing for Competing Transactions or any proposal or nomination made by a Person who is, or whose Affiliate is, making, or has communicated an intention to make, a proposal for a Competing Transaction. In the event the Merger and each of Agreement is amended in accordance with its terms to provide for a tender offer structure, such Stockholder shall tender his, her or its Shares before the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved scheduled expiration date for such tender offer by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at the contrary contained in this Agreement, nothing in this Agreement (a) limits Company Shareholders’ Meeting or affects, or gives rise to any liability other meeting of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director the stockholders of the Company, as applicablehowever called, including and in any actions taken action by written consent of the stockholders of the Company with respect to any of the matters specified in, and in accordance and consistent with, Section 1(a). Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the applicable provisions of directors (or the GBCC. Notwithstanding any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution provisions of this Agreement by StockholderAgreement, Stockholder hereby revokes any and all prior proxies or powers the irrevocable proxy granted hereunder shall automatically terminate upon the termination of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)this Agreement.

Voting of Shares. (a) Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the SkillSoft Meeting or any other meeting of the stockholders of SkillSoft, however called, and in any action by written consent of the stockholders of SkillSoft, such Stockholder will vote, or cause to be voted, all of his, her or its respective Shares (a) in favor of adoption of the SkillSoft Voting Proposal and (b) in favor of any matter that could reasonably be expected to facilitate the Merger and against any matter that is inconsistent with the consummation of the Merger and the other transactions contemplated by the Merger Agreement (including, without limitation, against any other Acquisition Proposal). (b) Each Stockholder hereby agrees thatirrevocably grants to, prior and appoints, SmartForce, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to the Expiration Timevote his, her or its Shares at any meeting of the stockholders of SkillSoft called with respect to any of the Company, however calledmatters specified in, and in any written action by consent accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that SmartForce is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of stockholders of this Agreement. Each Stockholder hereby affirms that the Company, unless otherwise directed irrevocable proxy set forth in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (athis Section 1(b) is given in favor of: (i) connection with the adoption execution of the Merger Agreement; , and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the Merger and each of the other transactions contemplated proxies appointed hereunder may lawfully do or cause to be done by the Merger Agreement; virtue hereof and (iii) any action affirms that such irrevocable proxy is executed and intended to be irrevocable in furtherance accordance with the provisions of any Section 212(e) of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) Delaware General Corporation Law. Notwithstanding any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any provisions of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with irrevocable proxy granted hereunder shall automatically terminate upon the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution termination of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Agreement.

Voting of Shares. (a) Without in any way limiting Stockholder’s right to (i) vote in his capacity as a director of Skinvisible or (ii) vote the Stockholder hereby agrees thatSecurities in its sole discretion on any other matters not set forth in Section 4(a)(ii) that may be submitted to a Stockholder vote, prior to the Expiration Timeconsent or other approval, at any annual, special or other meeting of the Skinvisible’s stockholders of the Company, however called, and in called or any written action by written consent in lieu of a meeting of stockholders of Skinvisible with respect to any of the Companyfollowing, unless otherwise directed in writing by Parentand at any adjournment or postponement thereof, Stockholder (in Stockholder’s capacity as a holder of the Stockholder Securities) shall, or shall cause the holder of record on any applicable record date to, (1) appear at each such meeting or otherwise cause all issued of Stockholder’s Stockholder Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum and outstanding shares of Company Common Stock Owned by Stockholder (2) vote (or cause to be voted: ), in person or by proxy, all Stockholder Securities, beneficially owned by Stockholder and entitled to vote (aA) in favor of: (i) of the adoption of the Merger Agreement; (ii) Agreement and the Merger and each approval of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by thereby, and/or (B) against (x) any action or agreement which would reasonably be expected to prevent, delay, or adversely affect the Merger Agreement): , the Merger or this Agreement, (iy) any mergerAcquisition Proposal and (z) any action, consolidation proposal, transaction or other business combination involving the Company agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any subsidiary other obligation or agreement of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Stockholder under this Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws . Any vote by Stockholder that is not expressly approved by Parent; in accordance with this Section 4(a) will be considered null and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementvoid. (b) Notwithstanding anything to the contrary contained in this Agreementforegoing, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of shall retain at all times the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire vote the Stockholder Securities held by it in its sole discretion and without any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities other limitation on the those matters referred to other than those set forth in Section 3(a)4(a)(ii) that are at any time or from time to time presented for consideration to Skinvisible’s stockholders.

Voting of Shares. Until the earlier of (a) Stockholder hereby agrees thatthe termination of the Collaboration Agreement, prior to (b) the Expiration Timeconsummation of a Fundamental Change Event in which a majority of the Board [*] and (c) the first date after the IPO Date and after payment of the Initial Milestone Payment (as defined in the Collaboration Agreement) on which Purchaser beneficially owns less than 10% of the outstanding voting power of the Company (the “Voting Agreement Duration”), at in any meeting vote or action by written consent of the stockholders of the Company on a Voting Matter, the Purchaser shall, and shall cause its controlled Affiliates to, vote (in person, by proxy or by action by written consent, as applicable) with respect to all voting securities of the Company as to which it is entitled to vote in accordance with the Other Investors. During the Voting Agreement Duration, the Purchaser shall be, and shall cause each of its controlled Affiliates to be, present in person or represented by proxy at all meetings of stockholders of the Company to the extent necessary so that all voting securities of the Company as to which they are entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting. Solely in the event of a failure by the Purchaser to act in accordance with the Purchaser’s obligations as to voting or executing a written consent pursuant to this Section 6.3, the Purchaser hereby irrevocably grants to and appoints the Company’s Chief Executive Officer, in his/her capacity as an officer of the Company, however calledthe Purchaser’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Purchaser, to represent, vote and otherwise act (by voting at any written action by consent meeting of stockholders of the Company, unless otherwise directed by written consent in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder lieu thereof or otherwise) with respect to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets voting securities of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined owned or held by the Purchaser regarding the matters referred to in this Section 6.3 until the Merger Agreement); (iv) any liquidationtermination of this Section 6.3, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; same extent and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of same effect as the rights of Purchaser might or could do under applicable law, rules and regulations. The proxy granted pursuant to this Section 6.3 is coupled with an interest and shall be irrevocable. The Purchaser will take such further action and will execute such other instruments as may be necessary to effectuate the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution intent of this Agreement by Stockholder, Stockholder proxy. The Purchaser hereby revokes any and all prior previous proxies or powers of attorney given by Stockholder granted with respect to voting any of the Subject Securities on Shares that may have heretofore been appointed or granted with respect to the matters referred to in this Section 3(a6.3 (other than as described in the Voting Agreement), and no subsequent proxy (whether revocable and irrevocable) or power of attorney shall be given by the Purchaser (other than as described in the Voting Agreement). Notwithstanding the foregoing, upon expiration of the Voting Agreement Duration, this proxy shall terminate.

Voting of Shares. (a) Stockholder hereby agrees thatDuring the period commencing on the date hereof and continuing until the earlier to occur of (i) the Effective Time or (ii) termination of the Merger Agreement but in no event later than October 31, prior to 1997 (the Expiration Time"Restriction Period"), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the CompanyShares, however called, Shareholder will appear at the meeting or otherwise cause the Company Securities to be counted as present thereat for purposes of establishing a quorum and vote or, in connection with any written action by consent of stockholders the holders of the CompanyShares, unless otherwise directed in writing by Parent, Stockholder shall consent (or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted or consented) the Company Securities (aA) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (B) against 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 the Company under the Merger Agreement or this Agreement; and (iiiC) any action except as otherwise agreed to in furtherance of any of the foregoing; and (b) writing in advance by Parent in its sole discretion, against the following actions (other than the Merger and the other transactions expressly contemplated by the Merger Agreement): (i1) any mergerCompany Takeover Proposal or Company Acquisition Agreement and (2)(v) any change in a majority of the persons who constitute the Company Board; (w) any material change in the present capitalization of the Company, consolidation or other business combination involving including without limitation any proposal to sell a substantial equity interest in the Company or any subsidiary of its Subsidiaries; (x) any amendment of the Company's Certificate of Incorporation or By-laws; (iiy) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined change in the Merger Agreement)Company's corporate structure or business; or (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (viz) any other action which which, in the case of each of the matters referred to in clauses (2)(v), (w), (x) or (y), is intended, or would could reasonably be expected, to impede, interfere with with, delay, postpone or delay in any material respect materially adversely affect the Merger or any of and the other transactions contemplated by this Agreement and the Merger Agreement. (b) Notwithstanding anything In furtherance of and not in limitation of the foregoing, Shareholder irrevocably hereby appoints Sub as Shareholder's proxy and attorney in fact, with full power of substitution and resubstitution, to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability full extent of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the Shareholder's rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Company Securities on the matters referred to vote or cause to be voted all Company Securities as provided in Section 3(a2(a). Such proxy is considered coupled with an interest in the Company Securities and is irrevocable.

Voting of Shares. (a) Stockholder hereby For a period commencing on the date of this Agreement and terminating on the Effective Date, each Management Stockholder, solely in such Management Stockholder’s capacity as a stockholder of SendTec, agrees that, prior to the Expiration Time, vote (or cause to be voted) all of such Management Stockholder’s Shares at any meeting of the stockholders of the Company, however calledSendTec or any adjournment thereof, and in any written action by written consent of the stockholders of SendTec, in favor of consummation of the Companytransactions contemplated pursuant to the Special Meeting of the Stockholders of SendTec (“Special Meeting”) approving the Stockholder Matters. (b) For so long as (i) any Debentures, unless otherwise directed (ii) any Residual Debentures or (iii) at least twenty-five percent (25%) of the aggregate Stated Value of the Preferred Shares are outstanding, and in writing by Parentany event for a period no less than three (3) years following the First Closing Date, each Management Stockholder shall and Debenture Stockholder, solely in such Stockholder’s capacity as a stockholder of SendTec, agrees to vote (or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) all of such Stockholder’s Shares at any meeting of the stockholders of SendTec or any adjournment thereof, and in any action by written consent of the stockholders of SendTec, in favor of: (iA) election of the persons identified on (or pursuant to the terms of) the adoption attached Exhibit C, Column 1 (each a “Nominee”), or for such Nominee’s replacement as determined pursuant to Section 1.01(c) below, to the Board of the Merger Agreement; (ii) the Merger and each Directors of the other transactions contemplated by the Merger AgreementSendTec; and (iiiB) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that extent a Debenture Stockholder is not expressly approved by Parent; and (vi) any other action which is intendedentitled to vote at the Special Meeting, or would reasonably be expected, to interfere with or delay in any material respect approving the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockMatters. (c) Stockholder has delivered to Parent a duly executed proxy in Notwithstanding the form attached hereto as Exhibit A (the “Proxy”terms of Section 1.01(b), the Stockholders shall not be obligated to vote in favor of any Nominee if Good Cause (as defined below) exists regarding a Nominee. If Good Cause exists regarding a Nominee, the Stockholders agree to vote (or cause to be voted) all of such Proxy covering Stockholder’s Shares in favor of election of a Replacement Nominee (as defined below) selected by the Subject Securities. Upon the execution of this Agreement by Stockholder, appropriate Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities identified on the matters referred to in Section 3(a)attached Exhibit C, Column 2.

Voting of Shares. (a) Stockholder Such Seller hereby agrees that, prior to during the Expiration TimeSupport Period, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company (to the extent permitted by the Company’s Organizational Documents (as the same may be amended from time to time)), unless otherwise directed in writing by ParentPurchaser, Stockholder such Seller, to the extent that it controls voting rights with respect to its Seller Owned Shares, shall cause all issued and outstanding shares of Company Common Stock such Seller’s Sellers Owned by Stockholder Shares to be voted: : (ai) in favor of: of (i) the adoption of the Merger Agreement; (iiA) the Merger and the adoption and approval of the Merger Agreement and the terms thereof, (B) each of the other transactions contemplated by the Merger Agreement; Agreement for which stockholder approval is required by Applicable Law, and (iiiC) and any action in furtherance of any of the foregoing; (ii) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement or of such Seller in this Agreement; and and (biii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreementother Transactions): (iA) any merger, consolidation or other business combination involving the Company or any subsidiary of the CompanyAcquisition Proposal; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (vB) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly (except for any such amendment approved by ParentParent in writing); (C) any material change in the capitalization of the Company or the Company’s corporate structure (except for any such change approved by Parent in writing); and (viD) any other action which is intendedintended to impede, interfere with, delay, postpone, discourage or would reasonably be expected, to interfere with or delay in any material respect adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. (b) Notwithstanding ; provided, however, that notwithstanding anything herein to the contrary contained and for the avoidance of doubt, such Seller shall be entitled to vote all of its Seller Owned Shares in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director favor of the Company, as applicable, including any actions taken in connection with amendment to the exercise Company Charter required under the terms of the rights of the Crystal Credit Facility for which Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockapproval is sought. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (a) in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action , as the Merger Agreement may be modified or amended from time to time in furtherance of any of a manner not adverse to the foregoing; Stockholders, and (b) against the following actions (any other than Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror, furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit ANNEX A (the “a "Proxy”"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Delaware law, and Acquiror agrees to vote the Shares subject to such Proxy covering in favor of the Subject Securitiesapproval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that the Proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and on behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares.

Voting of Shares. From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date (a) Stockholder hereby agrees thatthe “Support Period”), prior at every meeting of holders of capital stock of RMT Partner called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the holders of capital stock of RMT Partner with respect to any of the following (except with respect to the Expiration TimeStockholder’s right to vote on Special A-1 Class Vote Matters (as defined in the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock of RMT Partner) with respect to which the Stockholder shall have no obligation to vote or cause to be voted the Subject Shares under this Agreement but with respect to which the Stockholder has obligations under that certain Consent Agreement, entered into contemporaneously herewith by RMT Partner and the Stockholders (the “Consent Letter”), the Stockholder shall (1) appear (in person, including virtually, or by proxy) at any each such meeting (including every adjournment or postponement thereof) or otherwise cause all of the stockholders Subject Shares to be counted as present thereat for purposes of establishing a quorum and (2) vote or cause to be voted all of the Company, however called, and in any written action by consent of stockholders of Subject Shares that the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder is entitled to be voted: vote: (a) in favor of: of the RMT Partner Share Issuance; (ib) in favor of the adoption RMT Partner Charter Amendment, including the share reclassifications and conversions, the board structure and all other terms set forth therein (and, in the event that the RMT Partner Charter Amendment is presented as more than one proposal, in favor of each such proposal); (c) in favor of the Merger (but not, for the avoidance of doubt, the Alternative Transaction Structure); (d) in favor of any proposal to adjourn or postpone such meeting of the RMT Partner’s stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of Section 8.5 of the Merger Agreement; (e) against any RMT Partner Acquisition Proposal or any RMT Partner Superior Proposal (without regard to the terms of such RMT Partner Acquisition Proposal or RMT Partner Superior Proposal, as applicable); and (iif) the Merger and each against any amendment of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance Organizational Documents of any of the foregoing; and (b) against the following actions RMT Partner (other than the Merger and RMT Partner Charter Amendment) or other action or agreement of RMT Partner, in each case for which the transactions contemplated by vote or consent of the applicable class of capital stock of RMT Partner is required to authorize such action or agreement, that would reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other obligation or agreement of RMT Partner under the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined result in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything conditions to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director consummation of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) Transactions under the Merger Agreement or the Separation and Distribution Agreement not being fulfilled, or (biii) obligates impede, frustrate, interfere with, delay, postpone or adversely affect the Transactions; provided, that Remainco has advised the Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. of such asserted effect set forth in clause (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”i), such Proxy covering (ii) or (iii) in writing at least ten (10) Business Days prior to the Subject Securitiesapplicable vote. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting In furtherance of the Subject Securities on foregoing, the matters referred Stockholder and RMT Partner shall notify Remainco of any action or consent of the holders of Series A-1 Preferred Stock or Series C-1 Preferred Stock proposed to be taken or given written consent pursuant to the Series A-1 or Series C-1 Preferred Certificate of Designations in Section 3(a)writing to the extent practical, at least twenty (20) Business Days prior to, and in any event prior to, the applicable action or consent.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders shareholders of Parent (whether annual, special or otherwise) however called with respect to any of the Company, however calledfollowing, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of stockholders the shareholders of Parent proposed by Parent with respect to any of the Companyfollowing, unless when a meeting is held, the Shareholder shall appear at such meeting (in person or by proxy) or otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder the Subject Shares to be voted: counted as present thereat for the purpose of establishing a quorum and shall vote or cause to be voted the Subject Shares that the Shareholder is entitled to vote, and when a written consent is proposed, respond to each request by Parent for written consent and consent (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each approval of the Share Issuance and any other transactions contemplated matters necessary or reasonably requested by the Merger Agreement; and (iii) any action in furtherance of any Company for the approval of the foregoing; Share Issuance and (b) against any other action or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the following actions Merger Agreement, (other than ii) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (iii) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to From the contrary contained in period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, without limiting the obligations of each Shareholder under this Agreement, nothing in this Agreement (a) limits or affectseach Shareholder hereby irrevocably appoints as its proxy and attorney-in-fact the officers of the Company set forth on Annex B hereto, or gives rise and any individual who shall hereafter succeed to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an such officer or director of the Company, and any other Person designated in writing by the Company (collectively, the “Proxy Holders”), each of them individually, with full power of substitution, to vote the Subject Shares in accordance with Section 1(a); provided that the proxy and the power of attorney granted by each Shareholder shall be effective if, and only if, such Shareholder has not delivered to Parent at least three (3) Business Days prior to the date of an applicable meeting of the shareholders of Parent (or, as applicable, including any actions taken in connection with the exercise of the rights of the Company adjournments or its board of directors (or any committee postponements thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option), warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy card voting the Shareholder’s Subject Shares in accordance with Section 1(a) and has not revoked such duly executed proxy card. This proxy is coupled with an interest and shall be irrevocable, and each Shareholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the form attached hereto as Exhibit A (intent of this proxy and hereby revokes any proxy previously granted by the “Proxy”), such Proxy covering Shareholder with respect to the Subject SecuritiesShares. Upon This proxy and the power of attorney is given by the Shareholder in connection with, and in consideration of, the execution of this the Merger Agreement by Stockholder, Stockholder hereby revokes any Parent and all prior proxies or powers to secure the performance of the duties of each Shareholder under this Agreement. The power of attorney given granted by Stockholder with respect to voting each Shareholder herein is a durable power of attorney and shall survive the Subject Securities on dissolution or bankruptcy of each Shareholder. The irrevocable proxy granted hereunder shall automatically terminate upon the matters referred to in Section 3(a)Expiration Date.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders Family Shareholders (as defined in the Scripps Family Agreement (the “Family Agreement”)) called with respect to any of the Company, however calledfollowing, and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, each Stockholder shall cause indicate such Stockholder’s intention to vote all issued of such Stockholder’s Subject Shares and outstanding shares of any Common Voting Shares over which it holds a proxy at the Company Common Stock Owned by Stockholder Shareholders Meeting as follows (and shall authorize a proxy to be voted: vote such Subject Shares accordingly): (a1) in favor of: (i) of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger; (2) against any Company Acquisition Proposal or any Company Superior Proposal; and (3) against any amendment of the Company Articles of Incorporation, Company Code of Regulations or other action or agreement of the Company, in each case for which the vote of the Common Voting Shares is required to authorize such action or agreement, that would reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , (ii) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (iii) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and each of the other transactions contemplated by the Merger Agreement; and provided that Parent has advised the Stockholder of such asserted effect set forth in clause (i), (ii) or (iii) any action in furtherance of any of the foregoing; and writing at least ten (b10) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment Business Days prior to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementapplicable vote. (b) Notwithstanding anything to From the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection period commencing with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution and delivery of this Agreement by Stockholderand continuing until the Expiration Date, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting at every meeting of the holders of Shares (other than, for the avoidance of doubt, meetings of Family Shareholders, which shall be subject to Section 1(a) and not this Section 1(b)) and at every adjournment or postponement thereof, each Stockholder shall vote or cause to be voted such Stockholder’s Subject Securities on the matters referred to Shares as described in Section 3(a)Sections 1(a)(1) through 1(a)(3) above.

Voting of Shares. (a) Stockholder Each Stockholder, by this Agreement, does hereby agrees thatconstitute and appoint Buyer, prior to or any nominee thereof, with full power of substitution, during and for the Expiration Timeterm of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote each of its or his Shares at any annual, special or adjourned meeting of the stockholders of the CompanyCompany (and this appointment will include the right to sign its or his name (as stockholder) to any consent, however called, and in any written action by consent of stockholders certificate or other document relating to the Company which the laws of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares State of Company Common Stock Owned by Stockholder to be voted: Delaware may require or permit) (a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the Merger Agreementterms thereof and hereof; (iib) the Merger and each against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the other transactions contemplated by Company under the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (bc) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Companyits subsidiaries; (ii) any sale a sale, lease or other transfer of all or substantially all a material amount of the assets of the Company and or one of its subsidiaries taken as subsidiaries, or a wholereorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any Takeover Proposal change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (as defined B) any change in the Merger Agreement); (iv) present capitalization of the Company or any liquidation, dissolution or winding up amendment of the Company; (v) any amendment to the Company’s 's certificate of incorporation or bylaws that is not expressly approved by Parentby-laws, as amended to date; and (viC) any other material change in the Company's corporate structure or business; or (D) any other action which which, in the case of each of the matters referred to in clauses (iii)(A), (B), (C) and (D), is intended, or would could reasonably be expected, to impede, interfere with with, delay, postpone, or delay in any material respect adversely affect the Merger or any of and the other transactions contemplated by this Agreement and the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, nothing in this Agreement (a) limits or affects, or gives rise to any liability of and each Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securitiesdeclares that it is irrevocable. Upon the execution of this Agreement by Stockholder, Each Stockholder hereby revokes all and any and all prior other proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares that it or he may have heretofore made or granted.

Voting of Shares. (a) Each Stockholder hereby agrees that, prior to that during the period commencing on the date of this Agreement and continuing until the Expiration TimeDate, at the Company Stockholders Meeting and at any other meeting of the stockholders of the Company, however howsoever called, and including any adjournment or postponement thereof, such Stockholder shall, in any written action each case to the fullest extent that the Subject Shares are entitled to vote thereon: (a) appear (in person or by consent of stockholders proxy) at each such meeting or otherwise cause all of the CompanySubject Shares that such Stockholder is entitled to vote to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), unless otherwise directed in writing person or by Parentproxy, all of the Subject Shares that such Stockholder shall cause all issued is entitled to vote: (i) in favor of the Merger and outstanding shares the authorization and approval of the Merger Agreement and the transactions contemplated thereby; (ii) without limitation of the preceding clause (i), in favor of any proposal to adjourn or postpone any meeting of the holders of Company Common Stock Owned by Stockholder to be voted: (a) at which the matters described in favor of: the preceding clause (i) are submitted for the adoption consideration and vote of the holders of Company Common Stock to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; (iii) against any action or agreement that would reasonably be expected to result in a breach of a material covenant, representation or warranty or any other material obligation or agreement of the Company contained in the Merger Agreement; (ii) the Merger and each , or of the other transactions contemplated by the Merger such Stockholder contained in this Agreement; and (iii) any action in furtherance of any of the foregoing; and (biv) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any mergeraction, consolidation proposal, transaction or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws agreement that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expectedexpected to impede, to interfere with with, delay, discourage, frustrate, prevent, nullify, adversely affect or delay in any material respect inhibit the timely consummation of the Merger or the satisfaction of the conditions under the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees thatWithout in any way limiting Shareholder’s right to vote Shareholder’s Shares in Shareholder’s sole discretion on any other matters that may be submitted to a shareholder vote, prior to the Expiration Timeconsent or other approval, at any every meeting of shareholders of the stockholders Company called, and at every adjournment or postponement thereof, Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, (i) appear at each such meeting or otherwise cause all of Shareholder’s Shares entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all Shares entitled to vote at each such meeting (the “Vote Shares”) (A) in favor of the approval of the Merger Agreement and the principal terms of the Merger and/or (B) against (x) any action or agreement that would reasonably be expected to in any material respect impede, interfere with or prevent the Merger, including, but not limited to, any reorganization, recapitalization or liquidation involving the Company or any Subsidiary of the Company, however called, (y) any Acquisition Proposal and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; Acquisition Proposal and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (iz) any mergeraction, consolidation proposal, transaction or other business combination involving the Company agreement that would result in a breach of any covenant, representation or warranty or any subsidiary other obligation or agreement of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Shareholder under this Agreement. (b) Notwithstanding anything to the contrary contained The obligations set forth in this Agreement, nothing in Section 4 shall apply to Shareholder unless and until the earliest to occur of the termination of this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder as otherwise provided pursuant to exercise any option, warrant or other right to acquire any Company Common StockSection 7. (c) Stockholder has delivered Shareholder hereby (i) waives and agrees not to Parent a duly executed proxy exercise any rights of appraisal or rights to dissent from the Merger that Shareholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the form attached hereto as Exhibit A Company or any of their respective representatives or successors (x) challenging the “Proxy”)validity of, such Proxy covering or seeking to enjoin the Subject Securities. Upon the execution operation of, any provision of this Agreement by Stockholder, Stockholder hereby revokes or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and all prior proxies or powers of attorney given by Stockholder with respect to voting of entry into the Subject Securities on the matters referred to in Section 3(a)Merger Agreement.

Voting of Shares. I will be present (ain person or by proxy) Stockholder hereby agrees that, prior at all meetings of shareholders of LISB called to the Expiration Time, at any meeting vote for approval of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause Merger so that all issued and outstanding shares of Company LISB Common Stock Owned by Stockholder to I then own will be voted: counted for the purpose of determining the presence of a quorum at such meetings and I will vote all such shares (ai) in favor of: (i) the of approval and adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Merger Agreement): (i) any mergerBoard of Directors of LISB), consolidation or other business combination involving the Company or any subsidiary of the Company; and (ii) against approval or adoption of any sale other merger, business combination, recapitalization, partial liquidation or other transfer similar transaction involving LISB. Execution of all this letter is not an admission on my part that I am an "affiliate" of LISB as described in the second paragraph of this letter, or substantially all a waiver of any rights I may have to object to any claim that I am such an affiliate on or after the date of this letter. This letter shall terminate concurrently with any termination of the assets Agreement in accordance with its terms. Very truly yours, __________________________________ Name: Title: ACCEPTED THIS ____ DAY OF APRIL, 1998 BY ASTORIA FINANCIAL CORPORATION By:______________________________________ Name: Title: Exhibit 4.11(b) to Agreement and Plan of the Company Merger [Form of Affiliate Letter for Astoria Financial Corporation Affiliates] April ___, 1998 Long Island Bancorp, Inc. 200 Xxx Xxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Ladies and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment Gentlemen: I am delivering this letter to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken you in connection with the exercise proposed merger (the "Merger") of Long Island Bancorp, Inc. ("LISB") with and into Astoria Financial Corporation, a Delaware corporation ("AFC"), pursuant to the Agreement and Plan of Merger dated April ___, 1998 (the "Agreement"). I currently own ________ shares of AFC common stock, par value of $0.01 per share ("AFC Common Stock"). I have been advised that as of the rights date of this letter I may be deemed to be an "affiliate" of AFC, as the term "affiliate" is used for purposes of the Company or its board rules and regulations of directors the Securities and Exchange Commission (or any committee thereofthe "Commission") under applicable to the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent determination of whether a duly executed proxy merger can be accounted for as a "pooling-of-interests" as specified in the form attached hereto Commission's Accounting Series Release 135, as Exhibit A amended by Staff Accounting Bulletins Nos. 65 and 76 (the “Proxy”"ASR 135"), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any I represent and all prior proxies or powers of attorney given by Stockholder covenant with respect to voting of the Subject Securities on the matters referred to in Section 3(a).AFC and LISB that:

Voting of Shares. (a) Each Stockholder (unless such Stockholder is no longer a party to this Agreement pursuant to Section 7 below), in its capacity as such, hereby agrees that, prior to that during the Expiration Timeperiod commencing on the Effective Date and continuing until the termination of this Agreement in accordance with its terms (the “Voting Period”), at any meeting (or any adjournment or postponement thereof) of the stockholders holders of any class or classes of the capital stock of the Company, however calledcalled or expected to be called with respect to: (i) any proposed Senior Equity Financing (as defined below) or in connection with the written consent or proposed written consent of the holders of any class or classes of the capital stock of the Company with respect to any proposed Senior Equity Financing, (A) it shall vote (or cause to be voted) all of its Shares in favor of and/or consent in writing to such proposed Senior Equity Financing if, and only if, all Stockholders agree (or pursuant to Section 3(b) are deemed to have agreed) to approve the proposed Senior Equity Financing; or (B) it shall vote (or cause to be voted) all of its Shares against and/or withhold written consent for such proposed Senior Equity Financing if any Stockholder has expressed in writing to each other Stockholder in accordance with Section 3(b) its determination not to approve the proposed Senior Equity Financing. For purposes of this Agreement, “Senior Equity Financing” shall mean any written action proposed (x) authorization, issuance or sale by consent the Company of stockholders any shares of capital stock of the Company that would result in the creation of or an increase in the number of authorized shares senior or superior with respect to dividends or upon liquidation of the Company to capital stock held by the Stockholders (the “Senior Equity”), including, without limitation, any securities convertible, exercisable or exchangeable for shares of Senior Equity of the Company, unless and any options, warrants, and other rights to purchase or otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding acquire from the Company shares of Company Common Stock Owned by Stockholder to be voted: such Senior Equity, including any stock appreciation or similar rights, contractual or otherwise or (ay) in favor of: (i) the adoption issuance or incurrence of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated debt by the Merger Agreement; and Company that is convertible for shares of capital stock (iiiincluding Senior Equity or common stock) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).;

Voting of Shares. (a) Stockholder Subject to the provisions of Section 9, and without in any way limiting any Security Holder’s right to vote the Subject Shares held by such Security Holder in his, her or its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Security Holder’s obligations under this Agreement, each Security Holder hereby irrevocably and unconditionally agrees that, prior during the period beginning on the date hereof and ending on the earlier to occur of (Y) the date on which all of the matters set forth in Sections 2(a)(1)-(5) below have been approved by the stockholders of the Company or (Z) August 1, 2008 (the “Expiration TimeDate”), at any meeting of the stockholders of the Company, however called, and in any written action by consent Company called to vote upon (1) a slate of stockholders directors of the Company’s board of directors as proposed by AirWorks Funding LLLP, unless otherwise directed in writing a Georgia limited liability limited partnership (“AirWorks”), (2) adjusting the size of the Company’s board of directors such that upon the election of the slate of directors proposed by ParentAirWorks, Stockholder shall cause all issued and outstanding such directors hold a majority of the seats on the Company’s board of directors, (3) approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of the common stock of the Company Common Stock Owned as provided in the Notes and in the Funding Agreement, (4) reincorporating the Company in Delaware and/or (5) a reverse stock split proposed by Stockholder AirWorks or the Company’s board of directors, the approval of any of the foregoing or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to such actions, each Security Holder shall vote (or cause to be voted: ) the Subject Shares held by such Security Holder: (ai) in favor of: (i) the adoption of a slate of directors of the Merger Agreement; Company’s board of directors as proposed by AirWorks and RS Properties I LLC, a Delaware limited liability company (“RS Properties”); (ii) in favor of adjusting the Merger and each size of the other transactions contemplated Company’s board of directors such that upon the election of the slate of directors proposed by AirWorks and RS Properties, such directors hold a majority of the Merger Agreement; and seats on the Company’s board of directors; (iii) in favor of approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of common stock of the Company as provided in the Notes and the Funding Agreement; (iv) in favor of reincorporating the Company in Delaware; (v) in favor of a reverse stock split proposed by AirWorks or the Company’s board of directors; and (vi) against any action in furtherance or transaction that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior From the date of this Agreement until the earlier to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor occur of: (i) the adoption valid termination of the Merger Agreement in accordance with its terms and (ii) the occurrence of an Adverse Recommendation Change (the “Voting Expiration Date”), at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment, recess or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, each Shareholder shall vote or cause to be voted the Subject Shares (A) in favor of the approval of the Merger Agreement; (ii) , the Merger and each of the other transactions contemplated by the Merger Agreement; and , (iiiB) any action in furtherance favor of any proposal by the Company to adjourn, recess or postpone any meeting of the foregoing; shareholders of the Company to a later date that complies with Section 6.2(d) of the Merger Agreement, (C) in favor of any other proposal considered and (b) against voted upon by shareholders of the following actions (other than Company necessary for the consummation of the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, and (D) against any other proposal that would reasonably be expected to (x) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (y) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement. For the avoidance of doubt, nothing in this Section 2 shall (x) require or limit any action or inaction on the part of any Shareholder other than in such Shareholder’s capacity as a shareholder of the Company or (y) impose any obligation to vote such Shareholder’s Subject Shares in any particular manner other than with respect to the matters described in clauses (A) through (D) hereof. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and prior to the termination of this Agreement in accordance with Section 12, a Governmental Authority enters an Order restraining, enjoining or otherwise prohibiting a Shareholder from taking any action pursuant to this Section 2, then the obligations of such Shareholder set forth in this Section 2 to take such action shall be of no force and effect for so long as such Order is in effect solely to the extent such Order restrains, enjoins or otherwise prohibits such Shareholder from taking any such action. (b) Notwithstanding anything The Company shall timely provide to each Shareholder sufficient information to confirm the contrary contained manner in this Agreement, nothing in this Agreement (a) limits or affectswhich the Subject Shares shall be, or gives rise have been, voted at any Shareholders’ Meeting pursuant to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSection 2(a). (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering Each Shareholder shall cause the Subject Securities. Upon Shares to be counted as present for purposes of determining a quorum at each meeting of the execution shareholders of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder the Company called with respect to voting the matters set forth in Section 2(a). No Shareholder shall take any action, or refrain from taking any action, that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Subject Securities on transactions contemplated by the matters referred Merger Agreement or that would reasonably be expected to materially restrict, limit or interfere with, or cause a material delay of, the performance of such Shareholder’s obligations hereunder, in each case other than as contemplated by Section 3(a)5 hereof.

Voting of Shares. (a) Stockholder Subject to the provisions of Section 9, and without in any way limiting any Security Holder’s right to vote the Subject Shares held by such Security Holder in his, her or its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Security Holder’s obligations under this Agreement, each Security Holder hereby irrevocably and unconditionally agrees that, prior during the period beginning on the date hereof and ending on the earlier to occur of (Y) the date on which all of the matters set forth in Sections 2(a)(1)-(5) below have been approved by the stockholders of the Company or (Z) August 1, 2008 (the “Expiration TimeDate”), at any meeting of the stockholders of the Company, however called, and in any written action by consent Company called to vote upon (1) a slate of stockholders directors of the Company’s board of directors as proposed by AirWorks, unless otherwise directed in writing (2) adjusting the size of the Company’s board of directors such that upon the election of the slate of directors proposed by ParentAirWorks, Stockholder shall cause all issued and outstanding such directors hold a majority of the seats on the Company’s board of directors, (3) approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of the common stock of the Company Common Stock Owned as provided in the Notes and in the Funding Agreement, (4) reincorporating the Company in Delaware and/or (5) a reverse stock split proposed by Stockholder AirWorks or the Company’s board of directors, the approval of any of the foregoing or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to such actions, each Security Holder shall vote (or cause to be voted: ) the Subject Shares held by such Security Holder: (ai) in favor of: (i) the adoption of a slate of directors of the Merger Agreement; Company’s board of directors as proposed by AirWorks; (ii) in favor of adjusting the Merger and each size of the other transactions contemplated Company’s board of directors such that upon the election of the slate of directors proposed by AirWorks, such directors hold a majority of the Merger Agreement; and seats on the Company’s board of directors; (iii) in favor of approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of common stock of the Company as provided in the Notes and the Funding Agreement; (iv) in favor of reincorporating the Company in Delaware; (v) in favor of a reverse stock split proposed by AirWorks or the Company’s board of directors; and (vi) against any action in furtherance or transaction that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (ai) in favor of: (i) the of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, (ii) against any merger agreement or merger (other than the Merger Agreement and each the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other proposal, offer or agreement concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any subsidiary of the Company or any division of the Company and (iii) against any other action, agreement or transaction submitted for the vote or written consent of Stockholders that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance Agreement or this Agreement or the performance by the Company of any of the foregoing; and (b) against the following actions (other than its obligations under the Merger and the transactions contemplated Agreement or by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary such Stockholder of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger obligations under this Agreement. (b) Notwithstanding anything Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the contrary contained stockholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement, nothing in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of directors (or Section 212(e) of the Delaware General Corporation Law. Notwithstanding any committee thereof) under other provisions of this Agreement, the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockirrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. (c) Each Stockholder has delivered to Parent a duly executed proxy in covenants and agrees that until the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution termination of this Agreement by Stockholderin accordance with the terms hereof, Stockholder hereby revokes at the Company Meeting or any and all prior proxies or powers of attorney given by Stockholder with respect to voting other meeting of the Subject Securities on stockholders of the matters referred Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder shall appear at each such meeting or otherwise cause the Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum. (d) The obligations of each Stockholder specified in this Section 3(a)1 shall, subject to Section 6, apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company.

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration TimeTermination Date, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder any Subject Shares not acquired pursuant to the Offer to be voted: : (a) in favor of: (i) of the Merger and the adoption of the Merger Agreement; Agreement (iias it may be amended from time to time) and the Merger terms thereof, and in favor of each of the other transactions actions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and ; (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any mergeraction or agreement that would result in a breach of any representation, consolidation warranty, covenant or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets obligation of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); and (ivc) against any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws action that is not expressly approved by Parent; and (vi) any other action which is intended, or would that could reasonably be expected, to materially impede, interfere with with, delay, postpone, discourage or delay in any material respect adversely affect the Offer or the Merger or any of the other transactions contemplated by Contemplated Transactions or this Agreement. In the Merger Agreement. event a meeting of the stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum. Prior to the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b) Notwithstanding anything to )” or clause “(c)” of this Section 4. For the contrary contained in this Agreementavoidance of doubt, nothing in this Agreement (a) limits shall in any way limit Stockholder’s right to vote the Subject Shares in Stockholder’s sole discretion on any matters other than the foregoing matters that may be submitted to a stockholder vote, consent or affectsother approval. Notwithstanding the foregoing or any contrary provision hereof, no covenant or gives rise agreement herein of Stockholder, and no action taken or omitted to any liability of Stockholder by virtue of, any actions be taken by Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of Stockholder (whether in his or her Stockholder’s capacity as an a stockholder, director or officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (otherwise) for any purpose under any employment, severance, change-in-control or any committee thereof) under the Merger Agreement similar agreement or (b) obligates arrangement to which Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockmay be party. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate (as defined below), at every meeting of the stockholders of the Company called with respect to any meeting of the following, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the stockholders of the Company, however called, and in with respect to any written action by consent of stockholders of the Companyfollowing, unless otherwise directed in writing by Parent, each Stockholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted the Subject Shares that such Stockholder is entitled to vote (aincluding by delivering to the Secretary of the Company a duly executed proxy card): (x) unless the Company Board, upon the recommendation of the Special Committee, has made a Company Board Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of: (i) of the adoption of the Merger Agreement; (ii) Agreement and the Merger and each approval of the Transactions, including the Merger, the Charter Amendment and the Bylaw Amendment, and any action or proposal that would reasonably be expected to be in furtherance of the foregoing, and (y) against any other transactions contemplated action, proposal or agreement that is not recommended by the Company Board, upon the recommendation of the Special Committee, and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and , (iiiB) any action result in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment conditions to the Company’s certificate consummation of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any the Charter Amendment or the Bylaw Amendment under Section 7.01 or Section 7.02 of the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay or adversely affect the Merger, the Charter Amendment, the Bylaw Amendment and the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Any written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the contrary contained results of such consent. (c) Except as explicitly set forth in this AgreementSection 1, nothing in this Agreement shall limit the right of each Stockholder to vote (a) limits or affectscause to be voted), including by proxy, if applicable, in favor of, or gives rise against or to any liability of Stockholder by virtue ofabstain with respect to, any actions taken by Stockholder in his or her capacity as an officer or director other matters presented to the stockholders of the Company, as applicable, including . Nothing in this Section 1(c) shall be deemed to limit or waive any actions taken in connection with the exercise obligations of the rights of the Company Parent or its board of directors (or any committee thereof) Acquisition Sub under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockAgreement. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders of the Company, however calledCompany called with respect to any of the following, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of the stockholders of the CompanyCompany with respect to any of the following, unless otherwise directed in writing by Parent, each Stockholder shall vote or cause all issued to be voted the Subject Shares which such Stockholder is entitled to vote and outstanding over which such Stockholder, solely or solely in combination with other Stockholders, has direct or indirect voting power: (a) unless the Company Board or a duly authorized committee thereof has made a Company Adverse Recommendation Change in accordance with Section 5.02(e) of the Merger Agreement that has not been rescinded or otherwise withdrawn, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger; and (b) in the event that the Merger Agreement is terminated pursuant to Section 8.01(g) of the Merger Agreement in order for the Company to enter into a binding agreement that provides for a Superior Proposal (an “Accepted Superior Proposal”) in accordance with Section 5.02(e) of the Merger Agreement, in favor of such Superior Proposal if recommended to the stockholders by action of the Company Board, the Special Committee or any other duly authorized committee of the Company Board (“Board Action”) in the same proportion as the number of shares of Company Common Stock Owned owned by Stockholder to be voted: Unaffiliated Stockholders (aas defined below) that are voted in favor of: (i) the adoption of approval of the Merger Agreement; (ii) Superior Proposal bears to the Merger and each total number of shares of Company Common Stock beneficially owned by Unaffiliated Stockholders and, if recommended by Board Action, in such proportion on any other matter with respect to such Superior Proposal that is submitted for a vote of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary stockholders of the Company; (ii) any sale or other transfer provided that in lieu of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined voting in the Merger Agreement); (iv) any liquidationsuch proportion, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intendedeach Stockholder may, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer its sole discretion, vote or director cause to be voted all or a greater proportion of the Company, as applicable, including its Subject Shares that such Stockholder is entitled to vote in favor of any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters matter referred to in this Section 3(a1(b).

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the CompanyStockholder’s Shares entitled to vote thereon, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) the adoption of approval of the Merger Agreement; and the execution and delivery by BYBK of the Merger Agreement (ii) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of BYBK under the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii) against the following actions: (A) any action in furtherance of any of the foregoingSuperior Proposal; and (bB) against to the following actions (other than extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement): , or implement or lead to: (i1) any merger, consolidation or other business combination involving change in a majority of the Company persons who constitute the board of directors of BYBK; (2) any change in the present capitalization of BYBK or any subsidiary amendment of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the CompanyBYBK’s certificate articles of incorporation or bylaws that is not expressly approved by Parentbylaws; and or (vi3) any other action material change in BYBK’s corporate structure. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or Entity the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything It is understood and hereby agreed that this Agreement relates solely to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, Stockholder as applicable, including a holder of the Shares and is not in any actions taken in connection with way intended to affect the exercise of the rights Stockholder’s responsibilities and fiduciary duties as a director or officer of BYBK or Bay Bank, including, without limitation, the exercise or performance of any of the Company Stockholder’s rights or its obligations as a director with respect to any matter that comes before the board of directors (of BYBK or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockBay Bank. (c) The Stockholder has delivered to Parent a duly executed proxy in hereby authorizes disclosure of his, her or its identity and ownership of the form attached hereto as Exhibit A (Stockholder’s Shares and the “Proxy”)nature of his, such Proxy covering the Subject Securities. Upon the execution of her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of BYBK, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect OLB related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Stockholder hereby agrees that, prior Prior to the Expiration Time, at any meeting of the stockholders of the Company, however calledTermination Date, and without in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause way limiting Stockholder’s right to vote all issued and outstanding its/her/his shares of Company Common Stock Owned and Company Preferred Stock, as applicable, in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, at every annual, special or other meeting of the Company Stockholders called, and at every adjournment or postponement thereof, Stockholder (in Stockholder’s capacity as a holder of the Stockholder Securities) shall, or shall cause the holder of record on any applicable record date to, (i) appear (in person or by Stockholder proxy) at each such meeting or otherwise cause all of Stockholder’s shares of Company Common Stock and Company Preferred Stock, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted: ), in person or by proxy, all shares of Company Common Stock and Company Preferred Stock, as applicable, beneficially owned by Stockholder and entitled to vote (athe “Vote Shares”) (A) in favor of: of (i1) the adoption of the Merger Agreement; (ii) Agreement and the approval of the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii2) any non-binding advisory vote on “golden parachute” executive compensation arrangements, and/or (B) against (1) any action or agreement which would reasonably be expected to impede, materially delay or adversely affect the consummation of the Merger or result in furtherance of any of the foregoing; and (b) against conditions to the following actions (other than Company’s obligations to consummate the Merger and the transactions contemplated by set forth in Article VII of the Merger Agreement): (i) Agreement not being fulfilled, or change in any merger, consolidation or other business combination involving manner the Company or voting rights of any subsidiary class of the Company; (ii) any sale or other transfer of all or substantially all of the assets shares of the Company and its subsidiaries taken as a whole; (iii) including any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment amendments to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; bylaws), and (vi2) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementAcquisition Proposal. (b) Notwithstanding anything the foregoing, the Stockholder shall retain at all times the right to vote the shares of Company Common Stock held by it in its sole discretion and without any other limitation on those matters other than those set forth in Section 4(a)(ii) that are at any time or from time to time presented for consideration to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockStockholders. (c) The obligations set forth in this Section 4 shall apply to the Stockholder has delivered to Parent a duly executed proxy in unless and until the form attached hereto as Exhibit A (the “Proxy”)Termination Date shall have occurred, at which time such Proxy covering the Subject Securities. Upon the execution obligations shall terminate and be of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies no further force or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)effect.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders of the Company, however calledCompany called with respect to any of the following, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of the stockholders of the CompanyCompany with respect to any of the following, unless otherwise directed in writing by Parent, each Stockholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted the Subject Shares that such Stockholder is entitled to vote: (a) in favor of: unless the Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, (i) in favor of the adoption of the Merger Agreement; Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and ; (b) against in the following actions (other than event that the Merger Agreement is terminated and in connection with such termination the transactions contemplated Company enters into a definitive agreement with respect to a Superior Proposal (an “Accepted Superior Proposal”), in favor of such Superior Proposal if recommended to the stockholders by action of the Company Board, the Special Committee or any other duly constituted committee of the Company Board (“Board Action”) in the same proportion as the number of Shares owned by Unaffiliated Stockholders (as defined below) that are voted in favor of the adoption of the Merger Agreement): (i) Agreement bears to the total number of Shares owned by Unaffiliated Stockholders and, if recommended by Board Action, in such proportion on any merger, consolidation or other business combination involving matter with respect to such Superior Proposal that is submitted for a vote of the Company or any subsidiary stockholders of the Company; (ii) any sale or other transfer provided that in lieu of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined voting in the Merger Agreement); (iv) any liquidationsuch proportion, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intendedeach Stockholder may, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer its sole discretion, vote or director cause to be voted all the Subject Shares that such Stockholder is entitled to vote in favor of the Company, as applicable, including any actions taken matter referred to in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or this paragraph (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock.); and (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (event that the “Proxy”)Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting in favor of the Subject Securities on adoption of the matters referred Merger Agreement in the same proportion as the number of Shares owned by Unaffiliated Stockholders that are voted in favor of the adoption of the Merger Agreement bears to in Section 3(a)the total number of Shares owned by Unaffiliated Stockholders.

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration TimeTermination Date, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder any Subject Shares not acquired pursuant to the Offer to be voted: : (a) in favor of: (i) of the Merger and the adoption of the Merger Agreement; (ii) Agreement and the Merger and terms thereof, in favor of each of the other transactions actions contemplated by the Merger Agreement; Agreement and (iii) in favor of any action in furtherance of any of the foregoing; and ; (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any mergeraction or agreement that would result in a breach of any representation, consolidation warranty, covenant or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets obligation of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); and (ivc) against any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws action that is not expressly approved by Parent; and (vi) any other action which is intended, or would that could reasonably be expected, to impede, interfere with with, delay, postpone, discourage or delay in any material respect adversely affect the Offer or the Merger or any of the other transactions contemplated by Contemplated Transactions or this Agreement. Prior to the Merger Agreement. Termination Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b) Notwithstanding anything to )” or clause “(c)” of the contrary contained in this Agreementpreceding sentence. For the avoidance of doubt, nothing in this Agreement (a) limits shall in any way limit Stockholder’s right to vote the Subject Shares in Stockholder’s sole discretion on any matters other than the foregoing matters that may be submitted to a stockholder vote, consent or affectsother approval. Notwithstanding the foregoing or any contrary provision hereof, no covenant or gives rise agreement herein of Stockholder, and no action taken or omitted to any liability of Stockholder by virtue of, any actions be taken by Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of Stockholder (whether in his or her Stockholder's capacity as an a stockholder, director or officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (otherwise) for any purpose under any employment, severance, change-in-control or any committee thereof) under the Merger Agreement similar agreement or (b) obligates arrangement to which Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockmay be party. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders shareholders of Parent (whether annual, special or otherwise) however called with respect to any of the Company, however calledfollowing, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of stockholders the shareholders of Parent proposed by Parent with respect to any of the Companyfollowing, unless when a meeting is held, the Shareholder shall appear at such meeting (in person or by proxy) or otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder the Subject Shares to be voted: counted as present thereat for the purpose of establishing a quorum and shall vote or cause to be voted the Subject Shares that the Shareholder is entitled to vote, and when a written consent is proposed, respond to each request by Parent for written consent and consent (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each approval of the Share Issuance and any other transactions contemplated matters necessary or reasonably requested by the Merger Agreement; and (iii) any action in furtherance of any Company for the approval of the foregoing; Share Issuance and (b) against any other action or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the following actions Merger Agreement, (other than ii) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or (iii) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to From the contrary contained in period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, without limiting the obligations of the Shareholder under this Agreement, nothing in this Agreement (a) limits or affectsthe Shareholder hereby irrevocably appoints as its proxy and attorney-in-fact the officers of the Company set forth on Annex A hereto, or gives rise and any individual who shall hereafter succeed to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an such officer or director of the Company, and any other Person designated in writing by the Company (collectively, the “Proxy Holders”), each of them individually, with full power of substitution, to vote the Subject Shares in accordance with Section 1(a); provided that the proxy and the power of attorney granted by the Shareholder shall be effective if, and only if, the Shareholder has not delivered to Parent at least three (3) Business Days prior to the date of any applicable meeting of the shareholders of Parent (or, as applicable, including any actions taken in connection with the exercise of the rights of the Company adjournments or its board of directors (or any committee postponements thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option), warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy card voting the Shareholder’s Subject Shares in accordance with Section 1(a) and has not revoked such duly executed proxy card. This proxy is coupled with an interest and shall be irrevocable, and the form attached hereto Shareholder shall take such further action or execute such other instruments as Exhibit A (may be reasonably necessary to effectuate the “Proxy”), such Proxy covering intent of this proxy and hereby revokes any proxy previously granted by the Shareholder with respect to the Subject SecuritiesShares. Upon This proxy and the power of attorney is given by the Shareholder in connection with, and in consideration of, the execution of this the Merger Agreement by Stockholder, Stockholder hereby revokes any Parent and all prior proxies or powers to secure the performance of the duties of the Shareholder under this Agreement. The power of attorney given granted by Stockholder with respect to voting the Shareholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Subject Securities on Shareholder. The irrevocable proxy granted hereunder shall automatically terminate upon the matters referred to in Section 3(a)Expiration Date.

Voting of Shares. (a) Stockholder Subject to the provisions of Section 9, and without in any way limiting any Security Holder’s right to vote the Subject Shares held by such Security Holder in his, her or its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Security Holder’s obligations under this Agreement, each Security Holder hereby irrevocably and unconditionally agrees that, prior during the period beginning on the date hereof and ending on the earlier to occur of (Y) the date on which all of the matters set forth in Sections 2(a)(1)-(5) below have been approved by the stockholders of the Company or (Z) August 1, 2008 (the “Expiration TimeDate”), at any meeting of the stockholders of the Company, however called, and in any written action by consent Company called to vote upon (1) a slate of stockholders directors of the Company’s board of directors as proposed by AirWorks, unless otherwise directed in writing subject to the composition of such slate’s compliance with all applicable laws and regulations, (2) adjusting the size of the Company’s board of directors such that upon the election of the slate of directors proposed by ParentAirWorks, Stockholder shall cause all issued and outstanding such directors hold a majority of the seats on the Company’s board of directors, (3) approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of the common stock of the Company Common Stock Owned as provided in the Notes and in the Funding Agreement, (4) reincorporating the Company in Delaware, subject to the Company’s board of director’s recommendation of such action and/or (5) a reverse stock split proposed by Stockholder AirWorks or the Company’s board of directors, the approval of any of the foregoing or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to such actions, each Security Holder shall vote (or cause to be voted: ) the Subject Shares held by such Security Holder: (ai) in favor of: (i) the adoption of a slate of directors of the Merger Agreement; Company’s board of directors as proposed by AirWorks, subject to the composition of such slate’s compliance with all applicable laws and regulations; (ii) in favor of adjusting the Merger and each size of the other transactions contemplated Company’s board of directors such that upon the election of the slate of directors proposed by AirWorks, such directors hold a majority of the Merger Agreement; and seats on the Company’s board of directors; (iii) in favor of approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of common stock of the Company as provided in the Notes and the Funding Agreement; (iv) in favor of reincorporating the Company in Delaware, subject to the Company’s board of director’s recommendation of such action; (v) in favor of a reverse stock split proposed by AirWorks or the Company’s board of directors; and (vi) against any action in furtherance or transaction that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the CompanyStockholder’s Shares entitled to vote thereon, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) the adoption of approval of the Merger Agreement; and the execution and delivery by PBI of the Merger Agreement (ii) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of PBI under the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii) against the following actions: (A) any action in furtherance of any of the foregoingPBI Acquisition Transaction; and (bB) against to the following actions (other than extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement): , or implement or lead to any PBI Acquisition Transaction, (i1) any mergerchange in a majority of the persons who constitute the board of directors of PBI, consolidation or other business combination involving (2) any change in the Company present capitalization of PBI or any subsidiary amendment of the Company; PBI’s Certificate of Incorporation or Bylaws, or (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi3) any other action material change in PBI’s corporate structure. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything It is understood and hereby agreed that this Agreement relates solely to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, Stockholder as applicable, including a holder of the Shares and is not in any actions taken in connection with way intended to affect the exercise of the rights Stockholder’s responsibilities and fiduciary duties as a director or officer of PBI, including, without limitation, the exercise or performance of any of the Company Stockholder’s rights or its obligations as a director with respect to any matter that comes before the board of directors (of PBI or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockPBank. (c) The Stockholder has delivered to Parent a duly executed proxy in hereby authorizes disclosure of his, her or its identity and ownership of the form attached hereto as Exhibit A (Stockholder’s Shares and the “Proxy”)nature of his, such Proxy covering the Subject Securities. Upon the execution of her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of PBI, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect HBI related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that ---------------- until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (a) in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action , as the Merger Agreement may be modified or amended from time to time in furtherance of any of a manner not adverse to the foregoing; Stockholders, and (b) against the following actions (any other than Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror, furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit Annex A (the “a "Proxy”"), which ------- Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy covering in favor of the Subject Securitiesapproval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and on behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares.

Voting of Shares. (a) Stockholder hereby agrees thatSubject to Section 1.4 and Section 1.6 hereof, prior to the Expiration Timeeach Stockholder, by this Agreement, at any every annual, special, postponed or adjourned meeting of the stockholders of the Company, however Company called, and in at every postponement or adjournment thereof, irrevocably agrees to vote any written action by consent and all of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall such Stockholder’s Owned Shares entitled to be voted thereat or to cause any and all issued and outstanding shares of Company Common Stock such Owned by Stockholder Shares to be voted: (ai) in favor of: (i) of the adoption of the Merger Agreement; Agreement and approval of the Merger and the other Contemplated Transactions, (ii) against (a) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination (other than the Merger Merger) between the Company and each any Person (other than Parent or Sub), (b) any Acquisition Proposal or any Alternative Transaction (other than a Superior Proposal), (c) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or Bylaws, or (d) any other transactions contemplated by action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Tender Offer and/or the Merger, and (iii) any action in furtherance favor of any other matter relating to the consummation of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving . Each Stockholder further agrees to cause such Stockholder’s Owned Shares to be voted in accordance with the Company or any subsidiary foregoing. Each Stockholder acknowledges receipt and review of the Company; (ii) any sale or other transfer a copy of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Subject to Section 1.4 and Section 1.6 hereof, in furtherance of the contrary agreements contained in this AgreementSection 1.3(a) hereof and as security for such agreements, nothing in this Agreement (a) limits or affectseach Stockholder hereby irrevocably appoints Parent and Sub, or gives rise to any liability nominee designated by Parent or Sub, and each of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Companythem individually, as applicablethe sole, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any optionexclusive, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A true and lawful Proxy (the “Proxy”), ) of such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any to vote each of such Stockholder’s Owned Shares as the Proxy of such Stockholder, for and all prior proxies or powers in the name, place and stead of attorney given by Stockholder such Stockholder, with respect to voting full power of substitution and resubstitution, (i) in favor of the Subject Securities on adoption of the matters Merger Agreement and approval of the Merger and the other Contemplated Transactions, (ii) against any matter referred to in Section 3(a)1.3(a)(ii) of this Agreement, (iii) in favor of any other matter relating to consummation of the Contemplated Transactions, and (iv) in the discretion of the Proxy, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of the Company held in connection with any of the foregoing. Each Stockholder hereby affirms and agrees that the irrevocable proxy set forth in this Section 1.3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms and agrees that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.3(b) or Section 1.4 and Section 1.6 hereof, is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the Proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote such Stockholder’s Owned Shares in accordance with Section 1.3(a) hereof as instructed by Parent in writing. Each Stockholder shall promptly deliver to Parent any proxy cards that such Stockholder receives with respect to the voting of the Company Common Stock. Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder’s Owned Shares, if any, are revocable, and hereby revokes such proxies.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (ai) in favor of: (i) the of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, (ii) against any merger agreement or merger (other than the Merger Agreement and each the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other proposal, offer or agreement concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, share exchange, sale of stock, sale of material assets or similar business transaction involving the Company, any subsidiary of the Company or any division of the Company and (iii) against any other action, agreement or transaction submitted for the vote or written consent of Stockholders that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance Agreement or this Agreement or the performance by the Company of any of the foregoing; and (b) against the following actions (other than its obligations under the Merger and the transactions contemplated Agreement or by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary such Stockholder of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger obligations under this Agreement. (b) Notwithstanding anything Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the contrary contained stockholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement, nothing in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of directors (or Section 212(e) of the Delaware General Corporation Law. Notwithstanding any committee thereof) under other provisions of this Agreement, the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockirrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. (c) Each Stockholder has delivered to Parent a duly executed proxy in covenants and agrees that until the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution termination of this Agreement by Stockholderin accordance with the terms hereof, Stockholder hereby revokes at the Company Meeting or any and all prior proxies or powers of attorney given by Stockholder with respect to voting other meeting of the Subject Securities on stockholders of the matters referred Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder shall appear at each such meeting or otherwise cause the Shares as to which such Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum. (d) The obligations of each Stockholder specified in this Section 3(a)1 shall, subject to Section 6, apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company.

Voting of Shares. (a) Stockholder Each of the Stockholders hereby agrees that, prior that during the period commencing on (and including) the date of this Agreement and ending upon termination of this Agreement pursuant to Section 8 (the Expiration Time“Voting Period”), at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by ParentParent and except for shares Transferred pursuant to Section 4(b)(v), such Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder his, her or its Shares to be voted: : (ai) in favor of: of (i) the adoption Merger, the execution and delivery by the Company of the Merger Agreement; Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) the Merger and each of the other transactions actions contemplated by the Merger Agreement; , and (iii) any action proposal in respect of which approval of the Company’s stockholders is requested in furtherance of any of the foregoing; and and (bii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any tender offer, exchange offer, sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or winding up similar transaction or series of transactions involving the Company, any of its Subsidiaries and any other Person (including any Acquisition Proposal), other than the Merger, and (ii) other than any adjournment or postponement of the Company; (vStockholders Meeting permitted by Section 6.4(a) any amendment to of the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) Merger Agreement, any other action which is intended, intended or would reasonably be expectedexpected to impede, to interfere with with, delay, postpone, or delay in any material respect adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Notwithstanding anything herein to the contrary, this Section 3 shall not require any Stockholder to vote or consent (or cause to be voted or consented) any of his, her or its Shares to amend the Merger Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (A) alters or changes the form of consideration to be paid in the Merger, (B) decreases the consideration to be paid in the Merger, or (C) extends the Termination Date or imposes any additional conditions or obligations that would reasonably be expected to delay the consummation of the Merger beyond the Termination Date. (b) Notwithstanding anything During the Voting Period, each Stockholder shall not (i) enter into any agreement or understanding with any Person to the contrary contained vote or give instructions in this Agreementany manner inconsistent with clause “(i)” or clause “(ii)” of Section 3(a) with respect to his, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement Shares, or (b) obligates Stockholder to exercise enter into any optiontender, warrant voting or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent such agreement, or grant a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”)or power of attorney, such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting any of his, her or its Shares that is inconsistent with this Agreement, or otherwise knowingly take any other action with respect to any of his, her or its Shares that would prevent the performance of any of such Stockholder’s obligations hereunder or any of the Subject Securities on the matters referred to in Section 3(a)actions contemplated hereby.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that ---------------- until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: , all of his, her or its respective Shares (a) in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action , as the Merger Agreement may be modified or amended from time to time in furtherance of any of a manner not adverse to the foregoing; Stockholders, and (b) against the following actions (any other than Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror, furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit Annex A (the “a "Proxy”"), which Proxy shall be irrevocable during the term of this ------- Agreement to the extent permitted under Delaware law, and Acquiror agrees to vote the Shares subject to such Proxy covering in favor of the Subject Securitiesapproval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares.

Voting of Shares. (a) Until the termination of this Agreement in accordance with the terms hereof, the Stockholder hereby agrees that, prior to the Expiration Time, at any annual, special or other meeting of the stockholders shareholders of the Company, however calledAdvancePCS, and in at any adjournment or adjournments thereof, or by written action consent without a meeting, the Stockholder will vote all the Shares then beneficially owned by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) of the adoption and approval of the Merger Agreement; Agreement and the consummation of the transactions contemplated thereby and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance against approval or adoption of any of the foregoing; and (b) against the following actions (Company Alternative Transaction or any other than the Merger and action or agreement that would impede, interfere with, frustrate, delay, postpone or attempt to discourage the transactions contemplated by the Merger Agreement): Agreement (in each case, so long as the Company shall have advised the Stockholder in advance in writing of any matter to which the Company believes this clause (ii) applies); provided, however, that notwithstanding anything contained in this Agreement to the contrary, the Stockholder shall not be required to vote any Shares then beneficially held by the Stockholder in accordance with this Section 1 if, prior to the adoption and approval of the Merger Agreement and the transactions contemplated thereby by the shareholders of AdvancePCS, (i) any merger, consolidation or other business combination involving the Board of Directors of AdvancePCS has made a Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken Subsequent Determination as a whole; (iii) any Takeover Proposal (as defined provided in the Merger Agreement); , (ivii) the Stockholder has determined an Acquisition Proposal that constitutes a Superior Proposal has been made by a third party, substituting the good faith judgment of the Stockholder for the good faith judgment of the Board of Directors of AdvancePCS (having considered, among other things, the advice of an independent financial advisor and taking into account such matters as deemed relevant by the Stockholder, including (A) whether, in the good faith judgment of the Stockholder, the third party is reasonably able to finance the transaction, (B) any liquidation, dissolution or winding up proposed changes to the Merger Agreement that may be proposed by the Company in response to such Acquisition Proposal and (C) the ability and timing for satisfaction of the Company; (v) any amendment conditions to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect closing the Merger and such Acquisition Proposal) or (iii) if in the Stockholder's good faith judgment the Company is in material breach of any of the other transactions contemplated by its representations, warranties, covenants or agreements under the Merger Agreement. (b) Notwithstanding anything to , which breach is not cured by the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights date of the Company or its board Stockholders' Meeting after at least ten business days' written notice to the Company of directors (or any committee thereof) under such breach from the Merger Agreement or (b) obligates Stockholder Stockholder. Notwithstanding anything contained herein to exercise any optionthe contrary, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A event the Stockholder sells, assigns, conveys or otherwise transfers (whether directly or indirectly and whether by operation of law or otherwise) any Shares to an affiliate of the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, the Stockholder hereby revokes any agrees to comply with, and all prior proxies or powers of attorney given by Stockholder to cause such affiliate to comply with, this Section 1 with respect to voting any Shares then beneficially owned by the Stockholder or any such affiliate on the date of the Subject Securities on the matters referred to in Section 3(a)Company Stockholders' Meeting.

Voting of Shares. (a) Until the termination of this Agreement in accordance with the terms hereof, each Stockholder hereby agrees that, prior to the Expiration Time, at any annual, special or other meeting of the stockholders of the Company, however calledand at any adjournment or adjournments thereof, and in connection with any written action by consent of the stockholders of the CompanyCompany taken by written consent, unless such Stockholder will: (a) appear in person or by proxy at each such meeting or otherwise directed in writing cause the Shares beneficially owned by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by such Stockholder to be voted: counted as present at such meeting for purposes of calculating a quorum; and (ab) in favor of: (i) unless Parent votes such Shares directly pursuant to the proxy granted in Section 2 hereof, vote (or cause to be voted) such Shares, in person or by proxy, or deliver a written consent with respect to such Shares, in favor of adoption of the Merger Agreement, approval of the Merger and any other action of the Company Stockholders requested in furtherance thereof; (ii) unless Parent votes such Shares directly pursuant to the proxy granted in Section 2 hereof, vote (or cause to be voted) such Shares, in person or by proxy, against, and not deliver any written consent with respect to such Shares in favor of (x) any action or agreement submitted for approval of the Company Stockholders that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger and each Agreement or of the other transactions contemplated by the Merger such Stockholder contained in this Agreement; and (iiiy) any action in furtherance of Acquisition Proposal or any of other action, agreement or transaction submitted for approval to the foregoing; and (b) against the following actions (other than Company Stockholders that is intended, or could reasonably beexpected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger and the transactions contemplated by the Merger or this Agreement): , including: (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company or any subsidiary of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (C) a material change in the policies or management of the Company; (iiD) any sale or other transfer an election of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment new members to the Company’s certificate board of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director directors of the Company, as applicable, including any actions taken except where the vote is cast in connection with the exercise favor of the rights nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of the Company or its board any amendment or other change to the Company Certificate of directors (Incorporation or any committee thereof) under the Merger Agreement Company Bylaws; or (bF) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy material change in the form attached hereto as Exhibit A (the “Proxy”)Company's corporate structure or business, such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholderunless, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting any of the Subject Securities on the matters referred (A) through (F) above, Parent shall instruct such Stockholder in writing to vote in Section 3(a)favor of, or deliver a consent with respect to, such actions.

Voting of Shares. (a) Stockholder Each Shareholder hereby irrevocably and unconditionally agrees that, prior to that during the period commencing on the date of this Agreement and continuing until the Expiration TimeTime (such period, the “Term”), at any meeting of the stockholders Company Shareholders, however called, including any adjournment or postponement of each of the foregoing, and in connection with any written resolution and/or consent of the shareholders of the Company, however calledin each case in respect of the matters described in Section 1(b) below, such Shareholder shall (solely in its capacity as the record holder or beneficial owner of Subject Shares), in each case to the fullest extent that the Subject Shares are entitled to vote or consent thereon: (a) appear (in person or by proxy) at each such meeting or otherwise cause all of the Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for purposes of calculating a quorum, and in any respond to each request by the Company for written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall consent; and (b) vote (or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: ), in person or by proxy, or deliver (aor cause to be delivered) in favor ofa validly executed written resolution and/or consent covering, all of the Subject Shares: (i) in favor of the adoption authorization and approval of (A) the Merger Agreement, (B) the consummation of the Merger and the other Transactions (including any ancillary agreements contemplated by the Merger Agreement), and (C) any amendments to the Company’s memorandum and articles of association (the “Existing Organizational Documents”) approved by the Board of Directors of the Company that are required to consummate the Transactions; (ii) without limiting the foregoing clause (i), in favor of any proposal to adjourn or postpone any meeting of the holders of the Company Shares at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the holders of Company Shares to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; (iii) against: (1) any action or proposal in favor of any Takeover Proposal; (2) any action, proposal, transaction or agreement that would reasonably be expected to result in any of the conditions to the Merger not being fulfilled or not being capable of being fulfilled or a breach of a covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement; (ii3) any action, proposal, transaction or agreement that would reasonably be expected to prevent, impede or interfere with, delay, discourage, or adversely affect in any material respect the Merger and each consummation of the Merger; or (4) other transactions than as contemplated by the Merger Agreement; , the authorization and (iii) any action in furtherance approval of any change in (x) the present capitalization of the foregoing; Company or any amendment of Existing Organizational Documents or (y) the Company’s corporate structure or business, including but not limited to the relative rights of the Company Shares in a manner that would reasonably expected to be adverse to Parent. For purposes of the preceding clauses (a) and (b) against only, the following actions (other than term Subject Shares shall include any Company Shares for which such Shareholder has been granted power of attorney pursuant to the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary exercise of such Shareholder’s drag-along rights under Clause 5 of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment Shareholders’ Agreement relating to the Company’s certificate , dated as of incorporation or bylaws that is not March 17, 2022 (as amended from time to time, the “SHA”), in accordance with Section 10 hereto. Except as expressly approved by Parent; set forth in Sections 1(a) and (vi) 1(b), each Shareholder shall retain at all times the right to vote the Subject Shares in its sole discretion and without any other action which is intendedlimitation other than those set forth in this Section 1 that are at any time or from time to time presented for consideration to the Company Shareholders, and each Shareholder shall not be restricted from voting in favor of or against, or would reasonably be expectedabstaining, with respect to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything matter presented to the contrary contained in this AgreementCompany Shareholders. Notwithstanding the foregoing, nothing in this Agreement (a) limits or affectsshall require any Shareholder to vote in favor of, or gives rise to any liability of Stockholder otherwise act by virtue written consent in respect of, any actions taken by Stockholder in his or her capacity Adverse Amendment (as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(adefined below).

Voting of Shares. (a) Stockholder Until the termination of this Agreement in accordance with the terms hereof, each Shareholder hereby agrees that, prior to at the Expiration Time, at Shareholders' Meeting of the Company or any other meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless each Shareholder will (i) appear at such meeting or otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder its Shares to be voted: counted as present thereat for purposes of establishing a quorum, and (aii) vote all of such Shareholder's Shares (A) in favor of: (i) of the adoption of the Merger Agreement; (ii) Agreement and the approval of the Merger and each of the other transactions contemplated by the Merger Agreement; , and (iiiB) against any action in furtherance of any of the foregoing; and (b) against the following actions (other than or agreement that is inconsistent with the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expectedexpected to result in a breach of any covenant, to interfere with representation or delay in warranty or any material respect other obligation or agreement of the Company under the Merger Agreement or which would reasonably be expected to result in any of the other transactions contemplated conditions to the Merger Agreement not being fulfilled. In addition, each Shareholder agrees that it will, upon request by the Parent, furnish written confirmation, in form and substance reasonably acceptable to Parent, of such Shareholder's vote in favor of the Merger AgreementAgreement and the Merger. (b) Notwithstanding anything In the event that any Shareholder fails to satisfy its obligations under clauses (a)(i) or (a)(ii) above, each Shareholder hereby grants Parent a power of attorney up to and through the contrary contained in this Agreement, nothing in termination of this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent execute and deliver a duly executed proxy in the form attached hereto as Exhibit Annex A for and on behalf of such Shareholder. (c) Notwithstanding the “Proxy”)foregoing, such Proxy covering the Subject Securities. Upon the execution of nothing in this Agreement by Stockholdershall (i) limit or restrict any Shareholder, Stockholder hereby revokes or any and all prior proxies affiliate thereof, from acting in his capacity as director or powers of attorney given by Stockholder with respect to voting officer of the Subject Securities on Company, to the matters referred extent applicable, it being understood that this Agreement shall apply to any such Shareholder solely in Section 3(a)his capacity as a Shareholder of the Company and (ii) nothing in this Agreement shall be interpreted as obligating the Shareholders to exercise any options to acquire Shares.

Voting of Shares. (a) For so long as Stockholder is obligated to tender any Subject Securities in accordance with Section 2.1 and such Subject Securities have not been returned to Stockholder in accordance with Section 2.3, each Stockholder hereby irrevocably and, except as expressly provided herein, unconditionally agrees that, prior to during the Expiration TimeSupport Period, at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued the Subject Securities (other than Company Options that are not exercised during the Support Period) to be counted as present thereat for purposes of establishing a quorum at any such meeting and outstanding shares of Company Common Stock Owned by Stockholder to be voted: : (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case, in any material respect, the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, consolidation acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or other business combination liquidation involving the Company and any Person (other than Parent, Purchaser or their Affiliates), or any subsidiary other proposal of any Person (other than Parent, Purchaser or their Affiliates) to acquire the Company; (ii) any sale Company or other transfer of all or substantially all of the assets thereof; (ii) any amendment to the certificate of incorporation or bylaws of the Company and its subsidiaries taken as a wholeCompany; (iii) any Takeover Proposal (as defined in material change to the Merger Agreement)capitalization of the Company; (iv) any liquidation, dissolution or winding up change in a majority of the Companydirectors of the Company Board; and/or (v) any amendment to the Company’s certificate of incorporation action, proposal, transaction or bylaws agreement that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, expected to interfere with result in the failure of any condition set forth in Article 7 or delay the occurrence of any condition set forth in any material respect Schedule I of the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the other transactions contemplated by the Merger such Stockholder under this Agreement.; (b) Notwithstanding anything against any action or agreement that would reasonably be expected to the contrary contained result in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability a breach of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director Section 6.2 of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock.Agreement; and (c) Stockholder has delivered to Parent a duly executed proxy against any Company Acquisition Proposal and any action in furtherance of any Company Acquisition Proposal, in each case, other than the form attached hereto as Exhibit A Merger, the Merger Agreement, the transactions contemplated thereby and any action in furtherance thereof (the obligations of each Stockholder described in this Section 3.1, the “ProxySupport Obligations”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) , all of such Stockholder's respective Shares in favor of: (i) of the adoption and approval of the Merger Agreement; (ii) , the Merger Merger, and each the transactions/issuance of the other transactions contemplated shares of Parent Common Stock as]contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders. Each Stockholder further covenants and (iii) agrees that such Stockholder will not vote any action Shares in furtherance favor of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Acquisition Proposal, (ii) any merger, consolidation consolidation, reorganization, recapitalization, sale of assets, liquidation, dissolution, or other business combination transaction involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; , (iii) any Takeover Proposal (as defined in removal of members of the Merger Agreement); (iv) any liquidation, dissolution or winding up board of directors of the Company; , (viv) any amendment to the Company’s 's certificate of incorporation or bylaws that is not expressly approved by Parent; and incorporation, (viv) any other action which that is inconsistent with the Merger or that is intended, or would could reasonably be expected, to impede, interfere with with, delay, postpone, discourage, or delay in any material respect adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Stockholder Agreement. (b) Notwithstanding anything Each Stockholder hereby irrevocably grants to, and appoints, the Parent, and any individual designated in writing by the Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the contrary contained stockholders of Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that the Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Agreement, nothing in this Agreement (aSection 1(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the Company duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or its board cause to be done by virtue hereof and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of directors (or Section 212(e) of the General Corporation Law of the State of Delaware. Notwithstanding any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution provisions of this Agreement by StockholderAgreement, Stockholder hereby revokes any and all prior proxies or powers the irrevocable proxy granted hereunder shall automatically terminate upon the termination of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)this Agreement.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders of the Company, however calledCompany called with respect to any of the following, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of the stockholders of the CompanyCompany with respect to any of the following, unless otherwise directed in writing by Parent, each Stockholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted the Subject Shares that such Stockholder is entitled to vote: (a) in favor of: unless the Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, (i) in favor of the adoption of the Merger Agreement; Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement.and (b) Notwithstanding anything to in the contrary contained event that the Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director favor of the Company, as applicable, including any actions taken in connection with the exercise adoption of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto same proportion as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution number of this Agreement Shares owned by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting Unaffiliated Stockholders that are voted in favor of the Subject Securities on adoption of the matters referred Merger Agreement bears to in Section 3(a)the total number of Shares owned by Unaffiliated Stockholders.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) , all of his, her or its respective Shares in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders. In addition, such Stockholder agrees that it will, upon request by Acquiror, furnish written confirmation, in form and (iii) any action substance reasonably acceptable to Acquiror, of such Stockholder's vote in furtherance of any favor of the foregoing; and (b) against the following actions (other than the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request immediately prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached 96 hereto as Exhibit Annex A (the “a "Proxy”"), such which Proxy covering shall be irrevocable during the Subject Securities. Upon the execution term of this Agreement to the extent permitted under Delaware law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by Stockholder, Stockholder hereby revokes operation of law or otherwise upon the occurrence of any event and all prior that no subsequent proxies or powers of attorney given by Stockholder with respect to voting such Shares shall be given (and if given shall not be effective); provided, however, that any such proxy shall terminate automatically and without further action on behalf of the Subject Securities on Stockholders upon the matters referred to in Section 3(a)termination of this Agreement.

Voting of Shares. (a) Stockholder The Shareholder hereby agrees that, prior that from the date hereof until the termination of this Agreement pursuant to Section 6.1 hereof ("the Expiration TimeTerm"), at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders the shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder the Shareholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: vote its Shares (ai) in favor of: of the Merger and the Merger Agreement (i) as amended from time to time; provided that Shareholder shall not be required to vote to approve the adoption of Merger if any amendment to the Merger Agreement materially adversely affects the Shareholder's interests in the Merger, including its rights hereunder, unless Shareholder agrees in writing to such amendment to the Merger Agreement; it being agreed that an increase in the Per Share Amount without any increase in the consideration payable hereunder would not be deemed to materially adversely affect the Shareholder's interests in the Merger), (ii) against any Takeover Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger and Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the other transactions contemplated by the Merger Agreement; and matters referred to in this clause (iiiii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement): (i) any merger, consolidation Agreement or other business combination involving the Company or any subsidiary likelihood of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company such transactions being consummated and its subsidiaries taken as a whole; (iii) in favor of any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up other matter necessary for consummation of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicableforegoing, including any actions taken in connection with the exercise of the rights of the Company ability for Merger Sub or its board of directors (or any committee thereof) under nominees to vote the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockShares directly. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Until the termination of this Agreement in accordance with the terms hereof, the Stockholder hereby agrees that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: : (a) all of its Avicenna Shares (A) in favor of: (i) of the approval and adoption of the Merger Agreement; (ii) Agreement and the Merger and each of the other transactions contemplated by the Merger Agreement; and , (iiiB) against any Company Acquisition Proposal or any other action or agreement that would result in furtherance a breach of any covenant, representation or warranty or any other obligation or agreement of CareInsite or Avicenna under the Merger Agreement or which would result in any of the foregoing; conditions to the Merger Agreement not being fulfilled, and (bC) against in favor of any other matter necessary to the following actions (other than the Merger and consummation of the transactions contemplated by the Merger Agreement): Agreement and considered and voted upon by the stockholders of Avicenna; and (ib) any merger, consolidation or other business combination involving at the Company Stockholders' Meeting or at any subsidiary other meeting of the Company; (ii) stockholders of CareInsite, however called, and in any sale or other transfer action by written consent of all or substantially the stockholders of CareInsite, such Stockholder will cause Avicenna to vote all of the assets its CareInsite Shares (A) in favor of the Company approval and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in adoption of the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; Agreement and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of and the other transactions contemplated by the Merger Agreement. , (bB) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the againstany Company or its board of directors (Acquisition Proposal or any committee thereof) other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of CareInsite under the Merger Agreement or (b) obligates Stockholder to exercise which would result in any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on conditions to the matters referred Merger Agreement not being fulfilled, and (C) in favor of any other matter necessary to in Section 3(a)the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of CareInsite.

Voting of Shares. (a) Stockholder hereby Each Shareholder covenants and agrees that, prior to that during the Expiration Timeterm of this Agreement, at the Company Meeting or any other meeting of the stockholders Shareholders of the Company, however called, and including any adjournment or postponement thereof, or in connection with any written action by consent of stockholders the Shareholders of the Company, unless each Shareholder shall, in each case to the fullest extent that such Shareholder’s Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares the Shareholder’s Shares to be counted as present thereat for purposes of Company Common Stock Owned by Stockholder calculating a quorum; and (ii) vote (or cause to be voted: ), in person or by proxy, or deliver (aor cause to be delivered) a written consent covering, all of the Shareholder’s Shares (i) in favor of: (i) of the adoption of the Merger Agreement; and (ii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger and each of or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement; and , including: (iiiA) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its Subsidiaries (other than the CompanyMerger); (iiB) any sale a sale, lease or other transfer of all or substantially all a material amount of the assets of the Company and or any of its subsidiaries taken as Subsidiaries or a wholereorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iiiC) any Takeover Proposal (as defined in an election of new members to the Merger Agreement); (iv) any liquidation, dissolution or winding up board of directors of the Company, other than nominees to the board of directors of the Company in office on the date of this Agreement; (vD) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws that is not expressly bylaws, except if approved by Parentthe Buyer; and or (viE) any other action which is intended, material change in the Company’s corporate structure or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementbusiness. (b) Notwithstanding anything Each Shareholder hereby irrevocably grants to, and appoints, the Buyer, and any individual designated in writing by the Buyer, and each of them individually, as his or her proxy and attorney-in-fact (with full power of substitution), for and in his or her name, place and xxxxx, to vote such Shareholder’s Shares at any meeting of the shareholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. Each Shareholder understands and acknowledges that the Buyer is entering into the Merger Agreement in reliance upon each Shareholder’s execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder hereby affirms that the irrevocable proxy is coupled with an interest and is irrevocable, and each Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Shareholder with respect to the contrary contained in Shareholder’s Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. (c) Except as set forth in Section 1(a), no Shareholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. In addition, nothing in this Agreement (a) limits shall give the Buyer or affects, or gives rise any of its designees the right to vote any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken Shares in connection with the exercise election of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockdirectors. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior Prior to the Expiration Time, at any meeting of the stockholders of the Company, however calledTermination Date, and without in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause way limiting Stockholder’s right to vote all issued and outstanding its/her/his shares of Company Common Stock Owned and Company Preferred Stock, as applicable, in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, at every annual, special or other meeting of the Company Stockholders called, and at every adjournment or postponement thereof, Stockholder (in Stockholder’s capacity as a holder of the Stockholder Securities) shall, or shall cause the holder of record on any applicable record date to, (i) appear (in person or by Stockholder proxy) at each such meeting or otherwise cause all of Stockholder’s shares of Company Common Stock and Company Preferred Stock, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) subject to Section 4(c), vote (or cause to be voted: ), in person or by proxy, all shares of Company Common Stock and Company Preferred Stock, as applicable, beneficially owned by Stockholder and entitled to vote (athe “Vote Shares”) (A) in favor of: of (i1) the adoption of the Merger Agreement; (ii) Agreement and the approval of the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii2) any non-binding advisory vote on “golden parachute” executive compensation arrangements, and/or (B) against (1) any action or agreement which would reasonably be expected to impede, materially delay or adversely affect the consummation of the Merger or result in furtherance of any of the foregoing; and (b) against conditions to the following actions (other than Company’s obligations to consummate the Merger and the transactions contemplated by set forth in Article VII of the Merger Agreement): (i) Agreement not being fulfilled, or change in any merger, consolidation or other business combination involving manner the Company or voting rights of any subsidiary class of the Company; (ii) any sale or other transfer of all or substantially all of the assets shares of the Company and its subsidiaries taken as a whole; (iii) including any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment amendments to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; bylaws), and (vi2) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementAcquisition Proposal. (b) Notwithstanding anything the foregoing, the Stockholder shall retain at all times the right to vote the shares of Company Common Stock held by it in its sole discretion and without any other limitation on those matters other than those set forth in Section 4(a)(ii) that are at any time or from time to time presented for consideration to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockStockholders. (c) Stockholder has delivered Notwithstanding anything else in this Agreement to Parent a duly executed proxy the contrary, in the form attached hereto event the number of Vote Shares would represent (when taken together with the Other Vote Shares) more than 45% of the outstanding shares of Company Capital Stock as Exhibit A of the record date for any stockholder vote, consent or other approval (the “ProxyVote Shares Cap”), such Proxy covering at the Subject Securitieselection of the Shareholder, the number of Vote Shares shall be reduced correspondingly so that the Vote Shares (when taken together with the Other Vote Shares) will represent the Vote Shares Cap. Upon “Other Vote Shares” means, as of the execution record date for any stockholder vote, consent or other approval, all shares of Company Common Stock and Company Preferred Stock, as applicable, beneficially owned by Company Stockholders other than the Stockholder that are required to be voted in a manner substantially similar to that described in Section 4(a)(ii), pursuant to any agreement entered into prior to the signing of the Merger Agreement (other than this Agreement by Agreement), between Parent or Merger Sub or any of their respective Affiliates, on the one hand, and any Company Stockholder other than the Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)other hand.

Voting of Shares. (a) Stockholder The Shareholder, by this Agreement, does hereby agrees thatconstitute and appoint Purchaser, prior or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his, her or its name, place and stead, to the Expiration Time, vote each of such Shares at any annual, special or adjourned meeting of the stockholders of the CompanyCompany (and this appointment will include the right to sign its name (as stockholder) to any consent, however called, and in any written action by consent of stockholders certificate or other document relating to the Company which the laws of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares State of Company Common Stock Owned by Stockholder to be voted: New York may require or permit) (a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the Merger Agreementterms thereof and hereof; (iib) the Merger and each against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the other transactions contemplated by Company under the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (bc) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Companyits subsidiaries; (ii) any sale a sale, lease or other transfer of all or substantially all a material amount of the assets of the Company and or one of its subsidiaries taken as subsidiaries, or a wholereorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any Takeover Proposal change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (as defined B) any change in the Merger Agreement); (iv) present capitalization of the Company or any liquidation, dissolution or winding up amendment of the Company's Certificate of Incorporation or By-Laws, as amended to date; (vC) any amendment to other material change in the Company’s certificate of incorporation 's corporate structure or bylaws that is not expressly approved by Parentbusiness; and or (viD) any other action which which, in the case of each of the matters referred to in clauses (iii)(A), (B), (C) and (D), is intended, or would could reasonably be expected, to impede, interfere with with, delay, postpone, or delay in any material respect adversely affect the Merger or any of and the other transactions contemplated by this Agreement and the Merger Agreement. (b) Notwithstanding anything to . This proxy and power of attorney is a proxy and power coupled with an interest, and the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject SecuritiesShareholder declares that it is irrevocable. Upon the execution of this Agreement by Stockholder, Stockholder The Shareholder hereby revokes all and any and all prior other proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Shares that it may have heretofore made or granted.

Voting of Shares. (a) Stockholder hereby agrees that, prior From the date of this Agreement until the earlier to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor occur of: (i) the adoption valid termination of the Merger Agreement in accordance with its terms and (ii) the occurrence of an Adverse Recommendation Change (the “Voting Expiration Date”), at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment, recess or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, the Shareholder shall vote or cause to be voted the Subject Shares (A) in favor of the approval of the Merger Agreement; (ii) , the Merger and each of the other transactions contemplated by the Merger Agreement; and , (iiiB) any action in furtherance favor of any proposal by the Company to adjourn, recess or postpone any meeting of the foregoing; shareholders of the Company to a later date that complies with Section 6.2(d) of the Merger Agreement, (C) in favor of any other proposal considered and (b) against voted upon by shareholders of the following actions (other than Company necessary for the consummation of the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, and (D) against any other proposal that would reasonably be expected to (x) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (y) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement. For the avoidance of doubt, nothing in this Section 2 shall (x) require or limit any action or inaction on the part of the Shareholder other than in the Shareholder’s capacity as a shareholder of the Company or (y) impose any obligation to vote the Shareholder’s Subject Shares in any particular manner other than with respect to the matters described in clauses (A) through (D) hereof. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and prior to the termination of this Agreement in accordance with Section 12, a Governmental Authority enters an Order restraining, enjoining or otherwise prohibiting a Shareholder from taking any action pursuant to this Section 2, then the obligations of the Shareholder set forth in this Section 2 to take such action shall be of no force and effect for so long as such Order is in effect solely to the extent such Order restrains, enjoins or otherwise prohibits the Shareholder from taking any such action. (b) Notwithstanding anything The Company shall timely provide to the contrary contained Shareholder sufficient information to confirm the manner in this Agreement, nothing in this Agreement (a) limits or affectswhich the Subject Shares shall be, or gives rise have been, voted at any Shareholders’ Meeting pursuant to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSection 2(a). (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering The Shareholder shall cause the Subject Securities. Upon Shares to be counted as present for purposes of determining a quorum at each meeting of the execution shareholders of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder the Company called with respect to voting the matters set forth in Section 2(a). The Shareholder shall not take any action, or refrain from taking any action, that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Subject Securities on transactions contemplated by the matters referred Merger Agreement or that would reasonably be expected to materially restrict, limit or interfere with, or cause a material delay of, the performance of the Shareholder’s obligations hereunder, in each case other than as contemplated by Section 3(a)5 hereof.

Voting of Shares. (a) Stockholder hereby agrees that, prior Prior to the Expiration TimeTermination Date, and without in any way limiting the Shareholder’s right to vote its Shareholder Securities in its sole discretion on any other matters not set forth in SECTION 4(a)(ii) that may be submitted to a shareholder vote, consent or other approval, at any every annual, special or other meeting of the stockholders Company’s shareholders called with respect to any of the Company, however calledfollowing, and at every adjournment or postponement thereof, the Shareholder (in the Shareholder’s capacity as a holder of its Shareholder Securities) shall, or shall cause the holder of record on any written action by consent of stockholders applicable record date to, (i) attend each such meeting or otherwise cause all of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder Shareholder’s Shareholder Securities entitled to vote to be voted: counted as present thereat for purposes of calculating a quorum and (aii) vote all Shareholder Securities, beneficially owned by the Shareholder and entitled to vote (A) in favor of: of the approval and the Company’s adoption of the Bye-Laws Amendments, (iB) in favor of the adoption of the Merger Agreement; (ii) Amalgamation Agreement and the Merger approval of the Amalgamation and each of the other transactions contemplated by the Merger Amalgamation Agreement; , and (iiiC) against (x) any action or agreement which would reasonably be expected to materially impede, interfere, delay discourage or adversely affect the Amalgamation Agreement, the Amalgamation or this Agreement, (y) any Acquisition Proposal and (z) any action, proposal, transaction or agreement that would reasonably be expected to result in furtherance a material breach of any covenant, representation or warranty or any other obligation or agreement of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated Shareholder under this Agreement. Any vote by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws Shareholder that is not expressly approved by Parent; in accordance with this SECTION 4(a) will be null and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementvoid. (b) Notwithstanding anything the foregoing, the Shareholder shall retain at all times the right to vote the Shareholder Securities held by it in its sole discretion and without any other limitation on those matters other than those set forth in SECTION 4(a)(ii) that are at any time or from time to time presented for consideration to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock’s shareholders. (c) Stockholder has delivered The obligations set forth in this SECTION 4 shall apply to Parent a duly executed proxy in the form attached hereto as Exhibit A (Shareholder unless and until the “Proxy”)Termination Date shall have occurred, at which time such Proxy covering the Subject Securities. Upon the execution obligations shall terminate and be of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies no further force or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)effect.

Voting of Shares. (a) Stockholder hereby agrees Until the exchange of new Share Certificates to the holders of the Voting Trust Certificates pursuant to Article IV hereof, the Trustees shall exercise, in their sole discretion, all voting rights of the Trust Shares deposited under this Agreement. No holder of any Voting Trust Certificates shall, in the capacity of holder, have any voting rights or the right to give consents with respect to any corporate action, except and unless that, if at any time prior to the Expiration Timecall to order of a Shareholder's meeting, at or before the taking of any meeting action requiring the affirmative vote of the stockholders Shareholders, the holders of Voting Trust Certificates representing at least seventy-five percent of the CompanyTrust Shares direct the Trustees to vote the Trust Shares in a specified manner, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder Trustees shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: comply with such direction. (b) Notwithstanding subparagraph (a) in favor of: above, the Trustees agree that they shall not vote to either (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation liquidate or other business combination involving the Company or any subsidiary of dissolve the Company; (ii) any sale sell, mortgage, pledge or other transfer otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries taken as a wholeCompany; or (iii) merge or consolidate the Company with any Takeover Proposal (as defined in other company, unless the Merger Agreement); (iv) any liquidation, dissolution or winding up Trustees obtain the prior written consent of the Company; (v) any amendment to the Company’s certificate holders of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any a majority of the other transactions contemplated Shares represented by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockVoting Trust Certificates. (c) Stockholder has delivered If, for any reason, the Trustees cannot agree upon how to Parent vote the Trust Shares on a duly executed proxy in the form attached hereto as Exhibit A particular matter (the “Proxy”a "Disputed Matter"), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney no direction on how to vote is given by Stockholder with respect to voting the holders of Voting Trust Certificates representing a majority of the Subject Securities Trust Shares, the voting rights of the Trust Shares will revert back to the beneficial owners of the Trust Shares only for the purpose of voting on the matters referred to in Section 3(a)such Disputed Matter.

Voting of Shares. (a) Stockholder hereby agrees that, prior So long as the Trustee shall hold shares deposited pursuant to the Expiration Timeprovisions of this Agreement, he shall vote all shares held pursuant to this Agreement in favor of any one candidate for the Board of Directors nominated by Cohig, following acceptance of such candidate by the Certificate Holders, as provided in Section 3(t) of the Underwriting Agreement. As to any other matter whatsoever, including without limitation election of Directors other than a Director nominated by Cohig where multiple Directors are to be elected or where Cohig has made no nomination accepted by the Certificate Holders pursuant to the terms of the Underwriting Agreement, the Trustee shall vote the shares held pursuant to this Agreement as the beneficial owner shall instruct. In the event the beneficial owner of any such shares does not provide any instruction as to how to vote any shares held by the Trustee, the Trustee shall abstain from voting such shares as to the matter upon which he has received no voting instructions. Any instructions to the Trustee shall be in such form as the Trustee may require in his sole discretion. Subject to Section 5.01 and 5.02 hereinbelow, the Trustee may receive dividends and distributions on said shares. Except as provided herein, no other person shall have any voting rights in respect to said shares so long as this Agreement is in effect and such shares are registered in the name of the Trustee. The right of the Trustee to vote, assent, or consent, as provided in this Section 4.01, shall include all matters, including but not limited to the right to vote at any meeting election of the stockholders directors and in favor of or in opposition to any resolution or proposed dissolution and liquidation, merger, or consolidation of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any a sale or other transfer of all or substantially all of its assets, or the assets issuance or creation of additional of its securities, or any action of any character whatsoever which may be presented at any meeting or require the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up consent of shareholders of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration Time, at any At every meeting of the stockholders of the Company, however calledCompany called with respect to any of the following, and in any at every adjournment thereof, and on every action or approval by written action by consent of stockholders of the CompanyCompany with respect to any of the following, unless otherwise directed in writing by Parent, each Major Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: vote the Shares: (a) in favor of: (i) of approval of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof; (b) against approval of any proposal made in opposition to or in competition with consummation of the Merger and the Merger Agreement; and (iic) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of against any of the foregoing; and (b) against the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation consolidation, business combination, sale of assets, reorganization or other business combination recapitalization with any party, in each case involving the Company or any subsidiary of the CompanySubsidiary; (ii) any sale sale, lease or other transfer of all or substantially all any significant part of the assets of the Company and its subsidiaries taken as a wholeor any subsidiary; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidationreorganization, dissolution recapitalization, dissolution, liquidation or winding up of the Company; (viv) any amendment to material change in the capitalization of the Company or the Company’s certificate of incorporation corporate structure; or bylaws that is not expressly approved by Parent; and (viv) any other action which that is intended, or would could reasonably be expectedexpected to, to impede, interfere with with, delay, postpone, discourage or delay in any material respect adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, provided, however, that nothing in this Agreement (a) limits shall be deemed to prevent any Major Stockholder from voting or affectsproviding a written consent in favor of a Superior Offer; provided, that nothing in this Agreement shall be deemed to eliminate, reduce, impair or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) otherwise affect Buyer’s remedies under the Merger Agreement or (b) obligates Stockholder if the Merger Agreement is terminated due to exercise any option, warrant or other right to acquire any Company Common Stocka Superior Offer. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees thatSubject to Section 1.4 and Section 1.6 hereof, prior to the Expiration Timeeach Stockholder, by this Agreement, at any every annual, special, postponed or adjourned meeting of the stockholders of the Company, however Company called, and in at every postponement or adjournment thereof, irrevocably agrees to vote any written action by consent and all of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall such Stockholder's Owned Shares entitled to be voted thereat or to cause any and all issued and outstanding shares of Company Common Stock such Owned by Stockholder Shares to be voted: (ai) in favor of: (i) of the adoption of the Merger Agreement; Agreement and approval of the Merger and the other Contemplated Transactions, (ii) against (a) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination (other than the Merger Merger) between the Company and each any Person (other than Parent or Sub), (b) any Acquisition Proposal or any Alternative Transaction (other than a Superior Proposal), (c) any change in the Company's capital structure or any amendment of the Company's Certificate of Incorporation or Bylaws, or (d) any other transactions contemplated by action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , (y) any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Tender Offer and/or the Merger, and (iii) any action in furtherance favor of any other matter relating to the consummation of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving . Each Stockholder further agrees to cause such Stockholder's Owned Shares to be voted in accordance with the Company or any subsidiary foregoing. Each Stockholder acknowledges receipt and review of the Company; (ii) any sale or other transfer a copy of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Subject to Section 1.4 and Section 1.6 hereof, in furtherance of the contrary agreements contained in Section 1.3(a) hereof and as security for such agreements, each Stockholder hereby irrevocably appoints Parent and Sub, or any nominee designated by Parent or Sub, and each of them individually, as the sole, exclusive, true and lawful Proxy (the "Proxy") of such Stockholder, to vote each of such Stockholder's Owned Shares as the Proxy of such Stockholder, for and in the name, place and stead of such Stockholder, with full power of substitution and resubstitution, (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other Contemplated Transactions, (ii) against any matter referred to in Section 1.3(a)(ii) of this Agreement, nothing (iii) in favor of any other matter relating to consummation of the Contemplated Transactions, and (iv) in the discretion of the Proxy, with respect to any proposed postponements or adjournments of any annual or special meeting of the stockholders of the Company held in connection with any of the foregoing. Each Stockholder hereby affirms and agrees that the irrevocable proxy set forth in this Agreement (aSection 1.3(b) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken is given in connection with the exercise execution of the rights Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms and agrees that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.3(b) or Section 1.4 and Section 1.6 hereof, is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the Proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote such Stockholder's Owned Shares in accordance with Section 1.3(a) hereof as instructed by Parent in writing. Each Stockholder shall promptly deliver to Parent any proxy cards that such Stockholder receives with respect to the voting of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Each Stockholder hereby represents that any proxies heretofore given in respect of such Stockholder's Owned Shares, if any, are revocable, and hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)such proxies.

Voting of Shares. (a) Each Stockholder hereby covenants and agrees that, prior to that ---------------- until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) , all of his, her or its respective Shares in favor of: (i) the of adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; , as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders. In addition, such Stockholder agrees that it will, upon request by Acquiror, furnish written confirmation, in form and (iii) any action substance reasonably acceptable to Acquiror, of such Stockholder's vote in furtherance of any favor of the foregoing; and (b) against the following actions (other than the Merger Agreement and the transactions Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request immediately prior to any vote contemplated by the Merger Agreement): (i) any mergerfirst sentence of this Section 1, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or a proxy substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit Annex A (the “a "Proxy”"), such which Proxy covering shall be irrevocable during ----- the Subject Securities. Upon the execution term of this Agreement to the extent permitted under Delaware law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by Stockholder, Stockholder hereby revokes operation of law or otherwise upon the occurrence of any event and all prior that no subsequent proxies or powers of attorney given by Stockholder with respect to voting such Shares shall be given (and if given shall not be effective); provided, however, that any such -------- ------- proxy shall terminate automatically and without further action on behalf of the Subject Securities on Stockholders upon the matters referred to in Section 3(a)termination of this Agreement.

Voting of Shares. Each Stockholder hereby, jointly and severally with respect to the other Stockholders in such Stockholder’s Executive Officer Group, and severally and not jointly with respect to each of the other Stockholders, covenants and agrees to the Company as follows: (a) Stockholder hereby agrees that, prior to Until the Expiration TimeTime (as defined in Section 6) (the “Support Period”), at any every annual, special or other meeting (and at every adjournment and postponement thereof) of the stockholders of the Company, however called, and in any written action by stockholder consent in lieu of stockholders of the Companya meeting or otherwise, unless otherwise directed in writing by Parentsuch Stockholder will vote, Stockholder shall or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) , all of such Stockholder’s Shares in favor of: , as applicable (i) the adoption of the Merger Agreement; Agreement (as it may be modified or amended from time to time) and the approval of the Merger contemplated thereby, and any actions required in furtherance thereof, or (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance adoption of any Permitted Agreement (as it may be modified or amended from time to time) and the approval of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated thereby, and any actions required in furtherance thereof, but only if such Permitted Agreement shall provide for consideration payable to the holders of Common Stock by the Merger purchaser of such stock (the “Purchaser”) in an amount of no less than $14.00 in cash per share of Common Stock (a “Permitted Cash Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement”); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Upon request by the Company or Purchaser, as the case may be (i) furnish written confirmation, in form and substance reasonably acceptable to the contrary contained Company or Purchaser, as the case may be, of such Stockholder’s vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, or the Permitted Cash Agreement and the transactions contemplated thereby (the “Purchaser Transaction”), as the case may be, and (ii) prior to any vote contemplated by Section 1(a), deliver promptly to the Company or Purchaser, as the case may be, an irrevocable proxy (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder’s Shares, or grant a consent or approval in respect of such Stockholder’s Shares, at every annual, special or other meeting (and at every adjournment and postponement thereof) of the stockholders of the Company, however called, or pursuant to any stockholder consent in lieu of a meeting or otherwise, solely with respect to the matters and in the manner specified in Section 1(a), which shall be irrevocable in accordance with Section 212(e) of the Delaware General Corporation Law. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1(b) is given in connection with the execution of the Merger Agreement, nothing and is given to secure the performance of such Stockholder’s obligations under this Agreement. The grant of proxy contemplated hereby is coupled with an interest and may under no circumstances be revoked, but shall automatically terminate and be of no further force and effect at the Expiration Time. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy shall be executed and intended to be irrevocable in accordance with the provisions Section 212(e) of the Delaware General Corporation Law. (c) In the event any Stockholder becomes the record or beneficial owner of (i) any additional shares of Common Stock, or (ii) any other securities (whether through any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company or otherwise) entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1(a), then the terms of this Agreement shall apply to the shares of Common Stock or such other securities held by such Stockholder immediately following such Stockholder becoming the record or beneficial owner thereof as though they were such Stockholder’s Shares hereunder. Each Stockholder hereby agrees, until the Expiration Time, to notify the Company or Purchaser, as the case may be, of the number of any new shares of Common Stock acquired by such Stockholder, if any, after the date hereof. (ad) limits No Stockholder executing this Agreement who is or affectsbecomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or gives rise to any liability its capacity as the record and/or beneficial owner, as applicable, of such Stockholder’s Shares and nothing herein shall, prohibit, limit or affect the exercise by such Stockholder by virtue of(or a designee of such Stockholder), any actions taken by Stockholder acting in his or her capacity as an officer or director of the Company, as applicableof his or her fiduciary duties to the Company and its stockholders, including or any other actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company’s or the Company’s Board of Directors’ rights in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder the Permitted Cash Agreement, as the case may be, or otherwise, and such actions shall not be deemed to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent be a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution breach of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Agreement.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders of the CompanyCompany called related to the Merger Agreement, however calledthe Merger and the transactions contemplated thereby, and at every adjournment or postponement thereof, each Stockholder shall vote or cause to be voted the Subject Shares (or a portion thereof) that such Stockholder is entitled to vote, in any written action by consent of each case in accordance with the publicly disclosed recommendation to the stockholders of the CompanyCompany by action of the Board, unless otherwise directed in writing by Parentthe Independent Committee or any other duly constituted committee of the Board (a “Public Board Recommendation”), Stockholder shall cause all issued and outstanding shares irrespective of Company Common Stock Owned by Stockholder whether such Public Board Recommendation is to be voted: (a) in favor ofvote: (i) (x) in favor of the adoption of the Merger Agreement; (ii) Agreement and the approval of the Merger and each the transactions contemplated thereby, or (y) against approval of any other extraordinary corporate transaction or proposal that would result in a change of control of the Company and that would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (2) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (3) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer in favor of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover an Accepted Superior Proposal (as defined below) if, in the event that the Merger Agreement); (ivAgreement is terminated, the Board or any Independent Committee had provided an initial Change in Recommendation Notice pursuant to Section 6.3(e) any liquidation, dissolution or winding up of the Company; Merger Agreement no more than 14 days after the No-Shop Period Start Date, with respect to a Superior Proposal received from an Excluded Party (v) including any amendment to such Superior Proposal made in response to a Parent Proposal during any Notice Period) (an “Accepted Superior Proposal”), and if recommended to the Company’s certificate of incorporation or bylaws stockholders by a Public Board Recommendation, on any other matter with respect to such Accepted Superior Proposal that is submitted for a vote of the stockholders of the Company (provided, however, that H.P. Jin shall not expressly approved by Parent; and be required to vote his Subject Shares in accordance with this clause (viii) if the definitive agreement relating to an Accepted Superior Proposal includes any provision which would have the effect of establishing terms of, or in any way limiting, his role or compensation, if any, in the Company or its acquirer after the closing of the transactions described in such definitive agreement), or (iii) in favor of or against any other matter determined by action which is intendedof the Board, the Independent Committee or would reasonably be expectedany other duly constituted committee of the Board, in good faith, to interfere be necessary or appropriate in connection with or delay in any material respect the Merger Agreement and the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything Accepted Superior Proposal, in each case if recommended to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights stockholders of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent by a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject SecuritiesPublic Board Recommendation. Upon the execution of this Agreement by The Independent Committee shall notify each Stockholder, Stockholder hereby revokes any and all in writing, of its Public Board Recommendation prior proxies to or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)upon its public disclosure.

Voting of Shares. The Stockholder covenants and agrees that until the Termination Date (a) Stockholder hereby agrees that, prior to the Expiration Timeas defined below), at any the meeting of the stockholders of Company's Stockholders or any adjournment thereof to consider the CompanyTransaction and the Additional Matters, however called, and in any written action by written consent of stockholders the Stockholders of the Company to consider the Transaction and the Additional Matters, the Stockholder will vote, or cause to be voted, all of the Stockholder's Shares in favor of the Transaction and the Additional Matters as described in and in accordance with, the terms and conditions set forth in this Agreement, the Merger Agreement and the Proxy Statement. (a) The Stockholder hereby irrevocably grants to and appoints Hermes, and any individual designated in writing by Hermes, as his proxy and attorney-in-fact (with full power of substitution), for and in his name, place and xxxxx, to vote his Shares at any meeting of the Stockholders of the Company, unless otherwise directed in writing by Parentor any adjournment thereof, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder called with respect to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; matters specified in, and in accordance and consistent with, this Section 1, or to act by written consent with respect to such matters, and against any actions or approval that would compete or be inconsistent with or could serve to interfere with, delay, discourage, adversely affect or inhibit the timely consummation and approval of the Transaction and the Additional Matters. The Stockholder understands and acknowledges that Hermes is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 (b) against is given in connection with the following actions (other than the Merger Transaction and the transactions contemplated by Additional Matters, and that such irrevocable proxy is given to secure the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary performance of the Company; (ii) any sale or other transfer of all or substantially all duties of the assets of Stockholder under this Agreement. Except as otherwise provided for herein, the Company Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) may under no circumstances be revoked. Notwithstanding any other action which is intendedprovisions of this Agreement, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any irrevocable proxy granted hereunder shall automatically terminate upon the termination of the other transactions contemplated by the Merger this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, The Stockholder hereby revokes any and all prior previous proxies granted with respect to any of the Shares and shall not hereafter, until this Agreement terminates, grant or powers purport to grant any other proxy or power of attorney given by with respect to any of the Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares covering the subject matter hereof. Notwithstanding anything stated to the contrary, the foregoing shall not prohibit the Stockholder from granting proxies in connection with the annual meeting of the Company's Stockholders with respect to voting on matters other than the matters that are the subject matter of this Agreement. (c) The Stockholder agrees to use his best efforts to encourage the other Stockholders of the Subject Securities on Company to vote to approve the matters referred Transaction and the Additional Matters. (d) The Stockholder hereby agrees to timely furnish to the Company such information concerning the Stockholder and his Affiliates (other than the Company and any of its Subsidiaries) as the Company may from time to time reasonably request in Section 3(a)writing for inclusion in the Proxy Statement.

Voting of Shares. (a) Stockholder Subject to the provisions of Section 9, and without in any way limiting any Security Holder's right to vote the Subject Shares held by such Security Holder in his, her or its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Security Holder's obligations under this Agreement, each Security Holder hereby irrevocably and unconditionally agrees that, prior during the period beginning on the date hereof and ending on the earlier to occur of (Y) the date on which all of the matters set forth in Sections 2(a)(1)-(5) below have been approved by the stockholders of the Company or (Z) August 1, 2008 (the "Expiration TimeDate"), at any meeting of the stockholders of the Company, however called, and in any written action by consent Company called to vote upon (1) a slate of stockholders directors of the Company's board of directors as proposed by AirWorks, unless otherwise directed in writing (2) adjusting the size of the Company's board of directors such that upon the election of the slate of directors proposed by ParentAirWorks, Stockholder shall cause all issued and outstanding such directors hold a majority of the seats on the Company's board of directors, (3) approving an amendment to the Company's articles of incorporation to increase the Company's authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of the common stock of the Company Common Stock Owned as provided in the Notes and in the Funding Agreement, (4) reincorporating the Company in Delaware and/or (5) a reverse stock split proposed by Stockholder AirWorks or the Company's board of directors, the approval of any of the foregoing or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to such actions, each Security Holder shall vote (or cause to be voted: ) the Subject Shares held by such Security Holder: (ai) in favor of: (i) the adoption of a slate of directors of the Merger Agreement; Company's board of directors as proposed by AirWorks; (ii) in favor of adjusting the Merger and each size of the other transactions contemplated Company's board of directors such that upon the election of the slate of directors proposed by AirWorks, such directors hold a majority of the Merger Agreement; and seats on the Company's board of directors; (iii) in favor of approving an amendment to the Company's articles of incorporation to increase the Company's authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of common stock of the Company as provided in the Notes and the Funding Agreement; (iv) in favor of reincorporating the Company in Delaware; (v) in favor of a reverse stock split proposed by AirWorks or the Company's board of directors; and (vi) against any action in furtherance or transaction that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any written action by other circumstance upon which the vote, consent or other approval of stockholders holders of Shares is sought, provided that all conditions to the Companyobligations of AMI specified in the Merger Agreement have then been satisfied, unless otherwise directed in writing by Parent, Stockholder the Shareholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted (aincluding by written consent, if applicable) all of Shareholder's Shares entitled to vote thereon, (i) in favor of: (i) of the adoption Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the Merger approval of the terms thereof and each of the other transactions actions contemplated by the Merger Agreement; Agreement and this Agreement and any actions required in furtherance thereof and hereof, (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 AMI under the Merger Agreement or this Agreement and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions actions: (other than A) any AMI Acquisition Transaction and (B) to the extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement or this Agreement): , or implement or lead to any AMI Acquisition Transaction, (i1) any mergerchange in a majority of the persons who constitute the board of directors of AMI, consolidation or other business combination involving (2) any change in the Company present capitalization of AMI or any subsidiary amendment of the Company; AMI's Articles of Incorporation or Bylaws or (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi3) any other action material change in AMI's corporate structure or business. In addition to the other covenants and agreements of the Shareholder provided for elsewhere in this Agreement, during the above-described period the Shareholder shall not enter into any agreement or understanding with any Person the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything The Shareholder, with respect to all of the Shareholder's Shares entitled to vote, does hereby make, constitute and appoint Tanya Shaw and David Tippeconnxx, xxx xxch of xxxx, xxxx xxxx full power of substitution and resubstitution, from the date hereof to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise earlier to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director occur of the CompanyEffective Time or the Termination Date, as applicableShareholder's true and lawful attorney and proxy (the "Proxies"), including any actions taken for and in connection with Shareholder's name, place and stead, to demand that the exercise Secretary of AMI call a special meeting of the rights holders of Shares for the Company or its board purpose of directors (or considering any committee thereof) under action related to the Merger Agreement or the Merger and to vote such Shareholder's Shares as its Proxy, at every annual, special or adjourned meeting of the holders of Shares, including the right to sign Shareholder's name (bas Shareholder) obligates Stockholder to exercise any optionconsent, warrant certificate or other right document relating to acquire AMI that the laws of the State of Texas may permit or require, with respect to any Company Common Stockmatters as to which the Shareholder is required to vote in accordance with Section 2(a). The Proxies may not exercise this proxy on any other matter. The Shareholder may vote the Shareholder's Shares on all other matters. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Shareholder represents that any proxies heretofore given in respect of the Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Stockholder has delivered to Parent a duly executed proxy in The Shareholder hereby authorizes disclosure of its identity and ownership of the form attached hereto as Exhibit A (Shareholder's Shares and the “Proxy”)nature of its commitments, such Proxy covering the Subject Securities. Upon the execution of arrangements and understandings under this Agreement in any proxy statement and regulatory filing of AMI, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect AALP related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Stockholder hereby agrees thatwill, prior with respect to (i) all Owned Shares, (ii) any other Option Shares that he owns of record or beneficially on the Expiration Time, record date for voting at any the meeting of stockholders called to consider and vote upon the stockholders of Merger (the Company, however called"Stockholder Meeting"), and in any written action by consent of stockholders of the Company(iii) all Voting Trust Shares, unless otherwise directed in writing by Parent, Stockholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted such Option Shares and Voting Trust Shares (aor execute or cause to be executed written consents with respect to such Option Shares and Voting Trust Shares) (A) in favor of: (i) of the adoption of the Merger Agreement; (ii) Agreement and approval of the Merger and each of the other transactions contemplated by the Merger Agreement; and , (iii) any action in furtherance of any of the foregoing; and (bB) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Alternative Proposal (as defined in the Merger Agreement); , and (ivC) in favor of any liquidation, dissolution or winding up other matter necessary for the consummation of the Company; (vtransactions contemplated by the Merger Agreement and considered and voted upon at the Stockholder Meeting. Stockholder acknowledges receipt and review of a copy of the Merger Agreement, provided, however, that nothing in this Section 4.1(a) will be deemed to restrict or prohibit any amendment action or failure to take action to the Company’s certificate of incorporation extent taken or bylaws that is not expressly approved omitted to be taken by Parent; and (vi) any other action Stockholder in his capacity as a director or the Company which is intendeddone or not done, or would reasonably be expectedas the case may be, to interfere in conformity with or delay the standards set forth in any material respect the Merger Agreement. (b) Following the acquisition of the Option Shares by Parent upon the exercise of the Option, Parent will, with respect to the Option Shares that it owns of record or any beneficially on the record date for the Stockholder Meeting, vote or cause to be voted such Option Shares (or execute or cause to be executed written consents with respect to such Option Shares) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement. , (bii) Notwithstanding anything to against any Alternative Proposal, and (iii) in favor of any other matter necessary for the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director consummation of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under transactions contemplated by the Merger Agreement or (b) obligates and considered and voted upon at the Stockholder to exercise any option, warrant or other right to acquire any Company Common StockMeeting. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees thatDuring the term of this Agreement, prior the Trustees shall have the full and unqualified right and power, except as otherwise specifically provided herein, to exercise, in person or by his nominee or proxy, all rights and powers of absolute owners with respect to the Expiration TimeShares deposited or received hereunder, including the right to vote thereon and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting of or require the stockholders of the Company, however called, and in any written action by consent of stockholders of Central. Notwithstanding the Companyforegoing, unless otherwise directed without the written consent of the holders of record of Beneficial Shares representing at least two- thirds of the Shares held in writing by Parentthis Voting Trust, Stockholder none of the Shares of Central deposited hereunder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) voted in favor of: , nor shall the Trustees execute any consent with respect to the following: (i) the adoption amendment of the Merger Agreement; Articles of Incorporation, (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any mergersale, consolidation mortgage, or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer pledge of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; Central; (iii) any Takeover Proposal (as defined change in the Merger Agreement)capital structure or the powers of Central; or (iv) any liquidationmerger, dissolution consolidation, reorganization, or winding up dissolution. Subject to the provisions hereof, the Trustees may vote or consent, or issue proxies to vote or consent, at stockholders' meetings of Central and otherwise, as they shall in their uncontrolled discretion determine, and no voting or other right or power with respect to the Xxxxxx held in trust hereunder shall pass to the Shareholders or to others by or under the Voting Trust Certificates, this Agreement, or any other agreement, expressed or implied. Unless Central has actual notice to the contrary, Central may assume, without further evidence, investigation or inquiry, that the vote or consent of any one Trustee represents the vote or consent of the Company; (v) any amendment Trustees. Except as provided in Section 2.21 hereof, the Trustees shall have no authority to the Company’s certificate sell or otherwise dispose of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or encumber any of the other transactions contemplated by Shares deposited or received pursuant to the Merger provisions of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration TimeDate, at any every meeting of the stockholders of the Company, however calledCompany called with respect to any of the following, and in any at every adjournment or postponement thereof, and on every action or approval by written action by consent of the stockholders of the CompanyCompany with respect to any of the following, unless otherwise directed in writing by Parent, each Stockholder shall vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: voted the Subject Shares that such Stockholder is entitled to vote: (a) in favor of: unless the Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, (i) in favor of the adoption of the Merger Agreement; Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and ; (b) against in the following actions (other than event that the Merger Agreement is terminated and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving in connection with such termination the Company enters into a definitive agreement with respect to a Superior Proposal (an “Accepted Superior Proposal”), in favor of such Superior Proposal if recommended to the stockholders by action of the Company Board, the Special Committee or any subsidiary other duly constituted committee of the Company Board (“Board Action”) in the same proportion as the number of Shares owned by Unaffiliated Stockholders (as defined below) that are voted in favor of approval of the Superior Proposal bears to the total number of Shares owned by Unaffiliated Stockholders and, if recommended by Board Action, in such proportion on any other matter with respect to such Superior Proposal that is submitted for a vote of the stockholders of the Company; (ii) any sale or other transfer provided that in lieu of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined voting in the Merger Agreement); (iv) any liquidationsuch proportion, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intendedeach Stockholder may, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer its sole discretion, vote or director cause to be voted all the Subject Shares that such Stockholder is entitled to vote in favor of the Company, as applicable, including any actions taken matter referred to in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or this paragraph (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock.); and (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (event that the “Proxy”)Company Board has made a Change of Recommendation that has not been rescinded or otherwise withdrawn, such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting in favor of the Subject Securities on adoption of the matters referred Merger Agreement in the same proportion as the number of Shares owned by Unaffiliated Stockholders that are voted in favor of the adoption of the Merger Agreement bears to in Section 3(a)the total number of Shares owned by Unaffiliated Stockholders.

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the CompanyStockholder’s Shares entitled to vote thereon, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) of approval of the adoption Merger, the execution and delivery by Holdings of the Merger Agreement; (ii) Agreement and the Merger approval of the terms thereof and each of the other transactions actions contemplated by the Merger Agreement; Agreement and this Agreement and any actions required in furtherance thereof and hereof, (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 Holdings under the Merger Agreement or this Agreement and (iii) against the following actions: (A) any action in furtherance of any of the foregoingHoldings Acquisition Transaction; and (bB) against to the following actions (other than extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement or this Agreement): , or implement or lead to any Holdings Acquisition Transaction, (i1) any mergerchange in a majority of the persons who constitute the board of directors of Holdings, consolidation or other business combination involving (2) any change in the Company present capitalization of Holdings or any subsidiary amendment of the Company; Holdings’ Certificate of Incorporation or Bylaws, or (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi3) any other action material change in Holdings’ corporate structure or business. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything It is understood and hereby agreed that this Agreement relates solely to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, Stockholder as applicable, including a holder of the Shares and is not in any actions taken in connection with way intended to affect the exercise of the rights Stockholder’s responsibilities and fiduciary duties as a director or officer of Holdings, including, without limitation, the exercise or performance of any of the Company Stockholder’s rights or its obligations as a director with respect to any matter that comes before the board of directors (of Holdings or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockWSB. (c) The Stockholder has delivered to Parent a duly executed proxy in hereby authorizes disclosure of his, her or its identity and ownership of the form attached hereto as Exhibit A (Stockholder’s Shares and the “Proxy”)nature of his, such Proxy covering the Subject Securities. Upon the execution of her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of Holdings, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect OLB related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Stockholder hereby agrees thatDuring the term of this Agreement, prior the Voting Trustees shall possess the legal title to the Expiration Timeshares of Common Stock held by them hereunder, at and, subject to Section 9(b) hereof, shall be entitled in their sole discretion to exercise all rights and powers to vote such shares of Common Stock, including the giving of consents and the granting of proxies in respect thereof, with respect to any meeting lawful corporate action, whether or not in the ordinary course of the stockholders of the Company, however calledbusiness, and no holder of Voting Trust Certificates shall in such capacity have any rights or powers to vote the shares of Common Stock or to give consents with respect to or grant proxies in respect thereof or otherwise take part in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementcorporate action. (b) Notwithstanding anything to the contrary contained foregoing, the Voting Trustees shall vote the shares of Common Stock held by them hereunder in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director accordance with the terms of the CompanyStockholders' Agreement including, as applicablewithout limitation, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee Section 3(a) thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered All questions arising among the Voting Trustees shall from time to Parent time be determined by an affirmative decision of the majority of those then holding office as Voting Trustees, either at a duly executed proxy meeting or by written consent without a meeting; provided, however, that in the form attached hereto as Exhibit A (event no such determination by a majority of the “Proxy”)Voting Trustees shall be obtained, such Proxy covering the Subject SecuritiesVoting Trustees shall vote the shares of Common Stock held by them hereunder in accordance with the determination of a majority of the Board of Directors of the Company by a Special Board Vote. Upon The decision or act of a majority of the execution Voting Trustees shall be deemed, for the exercise of the voting power and for all purposes of this Agreement by StockholderAgreement, Stockholder hereby revokes any and the decision or act of all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)Voting Trustees.

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the CompanyStockholder’s Shares entitled to vote thereon, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) the adoption of approval of the Merger Agreement; and the execution and delivery by DCB of the Merger Agreement (ii) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of DCB under the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii) against the following actions: (A) any action in furtherance of any of the foregoingSuperior Proposal; and (bB) against to the following actions (other than extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement): , or implement or lead to: (i1) any merger, consolidation or other business combination involving change in a majority of the Company persons who constitute the board of directors of DCB; (2) any change in the present capitalization of DCB or any subsidiary amendment of the CompanyDCB’s Articles of Incorporation or Bylaws; or (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi3) any other action material change in DCB’s corporate structure. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything It is understood and hereby agreed that this Agreement relates solely to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, Stockholder as applicable, including a holder of the Shares and is not in any actions taken in connection with way intended to affect the exercise of the rights Stockholder’s responsibilities and fiduciary duties as a director or officer of DCB or DCBank, including, without limitation, the exercise or performance of any of the Company Stockholder’s rights or its obligations as a director with respect to any matter that comes before the board of directors (of DCB or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockDCBank. (c) The Stockholder has delivered to Parent a duly executed proxy in hereby authorizes disclosure of his, her or its identity and ownership of the form attached hereto as Exhibit A (Stockholder’s Shares and the “Proxy”)nature of his, such Proxy covering the Subject Securities. Upon the execution of her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of DCB, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect OLB related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Stockholder hereby agrees thatTo the extent and for so long as Adage is or becomes the Beneficial Owner of 20% or more of the issued and outstanding Common Stock, prior Adage shall cause any shares in excess of 20% of the issued and outstanding Common Stock (the “Excess Shares”) to be voted in the manner in which the Board of Directors has recommended to the Expiration Time, at stockholders generally in any meeting of proxy or consent solicitation to the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything To secure Adage’s obligations to vote the contrary contained Excess Shares in accordance with Section 2(a) above during the term of this Agreement, nothing in this Agreement Adage hereby irrevocably (ato the fullest extent permitted by law) limits or affects, or gives rise to any liability appoints the Chairman of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director the Board of Directors and the Chief Executive Officer of the Company, or either of them from time to time, or their designees, as applicableAdage’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Excess Shares in accordance with Section 2(a) above and to execute all appropriate instruments consistent with Section 2(a) above on behalf of Adage if, and only if, Adage fails to vote all of the Excess Shares in accordance with Section 2(a) above. The proxy and power granted by Adage pursuant to this Section are coupled with an interest and are given to secure the performance of its duties under this Agreement. Each such proxy and power will be irrevocable until the termination of this Agreement. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Excess Shares. The proxy and power shall be binding upon the successors and assigns of Adage (including any actions taken in connection with the exercise transferee of any of the rights Excess Shares, so long as they remain Excess Shares pursuant to the terms of this Agreement). Adage shall, at its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder power to exercise any option, warrant or other right carry out and give effect to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution provisions of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a)2.

Voting of Shares. (a) Stockholder hereby agrees that, prior Subject to the Expiration Timesatisfaction (or waiver in writing) of each of the conditions set forth in Section 2, each Member, by this Agreement, with respect to its Shares, does hereby agree that, at any meeting of the stockholders members of the CompanyCompany to approve and adopt the Merger Agreement and the Merger, however called, and in any written action by consent such Member shall vote all of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: such Member’s Shares (ai) in favor of: (i) of the approval and adoption of the Merger Agreement; Agreement and the Merger, (ii) in favor of the approval of the Second Amended and Restated Memorandum of Association and Articles of Association of the Company as provided in the Merger and each of the other transactions contemplated by the Merger Agreement; Agreement and (iii) against any action in furtherance of any of the foregoing; and (b) against the following actions other action, proposal, agreement or transaction (other than the Merger and Agreement or the transactions contemplated by the Merger Agreement): (ithereby) that would result in a breach of any mergercovenant, consolidation representation or warranty or any other business combination involving obligation or agreement of the Company or Newco under the Merger Agreement or which would result in any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment conditions to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect Newco’s obligations under the Merger or any Agreement not being fulfilled. Each Member further agrees that, in lieu of voting at a meeting, upon two (2) business days notice, that such Member shall execute and deliver to the Company a written consent approving the Merger Agreement, the Merger and the Second Amended and Restated Memorandum of Association and Articles of Association of the other transactions contemplated by Company as provided in the Merger Agreement. (b) Notwithstanding anything to The obligations of the contrary contained in this Agreement, nothing in Members under this Agreement shall terminate upon the earlier to occur of (ai) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director the closing of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under transactions contemplated by the Merger Agreement or and (bii) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting termination of the Subject Securities on the matters referred to Merger Agreement in Section 3(a)accordance with its terms.

Voting of Shares. The Stockholder covenants and agrees that until the Termination Date (a) Stockholder hereby agrees that, prior to the Expiration Timeas defined below), at any the meeting of the stockholders of Company’s Stockholders or any adjournment thereof to consider the CompanyTransaction and the Additional Matters, however called, and in any written action by written consent of stockholders the Stockholders of the Company to consider the Transaction and the Additional Matters, the Stockholder will vote, or cause to be voted, all of the Stockholder’s Shares in favor of the Transaction and the Additional Matters as described in and in accordance with, the terms and conditions set forth in this Agreement, the Merger Agreement and the Proxy Statement. (a) The Stockholder hereby irrevocably grants to and appoints Hermes, and any individual designated in writing by Hermes, as his proxy and attorney-in-fact (with full power of substitution), for and in his name, place and sxxxx, to vote his Shares at any meeting of the Stockholders of the Company, unless otherwise directed in writing by Parentor any adjournment thereof, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder called with respect to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; matters specified in, and in accordance and consistent with, this Section 1, or to act by written consent with respect to such matters, and against any actions or approval that would compete or be inconsistent with or could serve to interfere with, delay, discourage, adversely affect or inhibit the timely consummation and approval of the Transaction and the Additional Matters. The Stockholder understands and acknowledges that Hermes is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 (b) against is given in connection with the following actions (other than the Merger Transaction and the transactions contemplated by Additional Matters, and that such irrevocable proxy is given to secure the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary performance of the Company; (ii) any sale or other transfer of all or substantially all duties of the assets of Stockholder under this Agreement. Except as otherwise provided for herein, the Company Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) may under no circumstances be revoked. Notwithstanding any other action which is intendedprovisions of this Agreement, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any irrevocable proxy granted hereunder shall automatically terminate upon the termination of the other transactions contemplated by the Merger this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, The Stockholder hereby revokes any and all prior previous proxies granted with respect to any of the Shares and shall not hereafter, until this Agreement terminates, grant or powers purport to grant any other proxy or power of attorney given by with respect to any of the Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares covering the subject matter hereof. Notwithstanding anything stated to the contrary, the foregoing shall not prohibit the Stockholder from granting proxies in connection with the annual meeting of the Company’s Stockholders with respect to voting on matters other than the matters that are the subject matter of this Agreement. (c) The Stockholder agrees to use his best efforts to encourage the other Stockholders of the Subject Securities on Company to vote to approve the matters referred Transaction and the Additional Matters. (d) The Stockholder hereby agrees to timely furnish to the Company such information concerning the Stockholder and his Affiliates (other than the Company and any of its Subsidiaries) as the Company may from time to time reasonably request in Section 3(a)writing for inclusion in the Proxy Statement.

Voting of Shares. (a) Stockholder hereby agrees that, prior to From the period commencing with the execution and delivery of this Agreement and continuing through the Expiration TimeDate (as defined below), Soluble agrees that Soluble will be present, in person or represented by proxy, at any all stockholder meetings of Alliqua so that all Subject Shares may be counted for the purpose of determining the presence of a quorum at such meetings. (b) From the period commencing with the execution and delivery of this Agreement and continuing through the Expiration Date, Soluble agrees that at every meeting of the stockholders of the Company, however calledAlliqua called for any reason, and in any at every adjournment thereof, and on every action or approval by written action by consent of the stockholders of the CompanyCompany with respect to any matter, unless otherwise directed in writing by Parent, Stockholder shall Soluble will vote or cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of, or consent or cause a consent to be given with respect to, all Subject Shares: (i) with respect to the adoption election of directors, in favor of the Merger Agreement; nominees for directors recommended by the Board of Directors of Alliqua (the “Board”) or its nominating committee and (ii) with respect to any other matter requiring a shareholder vote, in accordance with the Merger and each recommendation of the other transactions contemplated by the Merger Agreement; and (iii) Board. Soluble shall not enter into any agreement, arrangement or understanding with any person, including but not limited to any natural person, firm, individual, partnership, joint venture, business trust, trust, association, corporation, company, limited liability company, unincorporated entity or governmental authority, to take any action in furtherance of any of that would be inconsistent with the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined voting arrangement set forth in the Merger Agreement); (iv) any liquidation, dissolution foregoing sentence or winding up that would otherwise have the effect of violating the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; provisions and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary agreements contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stockherein. (c) Stockholder has delivered Soluble shall take all action reasonably necessary to Parent carry out the intention of this Agreement, including without limitation, delivering to Alliqua upon Alliqua’s request executed proxies naming the proxies appointed by the Board to vote all Subject Shares at any annual or special meeting of Alliqua’s stockholders. Alliqua shall deliver a duly copy of such request to Soluble no later than 30 days before the meeting, and if executed proxies are not received by the date that is 10 days before any such meeting, without further action on the part of the Parties hereto, Soluble shall be deemed to have appointed Alliqua’s chief executive officer or chief financial officer as Soluble’s proxy and attorney in-fact for the Subject Shares with respect to all matters brought before such meeting to be voted in accordance with this Agreement. (d) Notwithstanding the foregoing, concurrently with the execution of this Agreement, Soluble agrees to deliver to the chief executive officer and the chief financial officer of Alliqua a proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy ) covering the Subject Securities. Upon Shares, which shall be irrevocable to the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting extent provided in the General Corporation Law of the Subject Securities on the matters referred to in Section 3(a)State of Delaware.

Voting of Shares. (a) Stockholder hereby agrees that, prior From and after the date of this Agreement and ending as of the first to occur of the Expiration TimeEffective Time or the Termination Date, at any meeting of the stockholders holders of the CompanyShares, however called, and or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written action by consent of stockholders consent, if applicable) all of the CompanyStockholder’s Shares entitled to vote thereon, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (ai) in favor of: (i) of approval of the adoption Merger, the execution and delivery by MDBC of the Merger Agreement; (ii) Agreement and the Merger approval of the terms thereof and each of the other transactions actions contemplated by the Merger Agreement; Agreement and this Agreement and any actions required in furtherance thereof and hereof, (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 MDBC under the Merger Agreement or this Agreement and (iii) against the following actions: (A) any action in furtherance of any of the foregoingMDBC Acquisition Transaction; and (bB) against to the following actions (other than extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger and or the transactions contemplated by the Merger Agreement or this Agreement): , or implement or lead to any MDBC Acquisition Transaction, (i1) any mergerchange in a majority of the persons who constitute the board of directors of MDBC, consolidation or other business combination involving (2) any change in the Company present capitalization of MDBC or any subsidiary amendment of the Company; MDBC’s Articles of Incorporation or Bylaws, or (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi3) any other action material change in MDBC’s corporate structure or business. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which is intended, or would reasonably be expected, to interfere inconsistent with or delay violate the provisions and agreements contained in any material respect the Merger or any of the other transactions contemplated by the Merger Agreementthis Section 2. (b) Notwithstanding anything It is understood and hereby agreed that this Agreement relates solely to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, Stockholder as applicable, including a holder of the Shares and is not in any actions taken in connection with way intended to affect the exercise of the rights Stockholder’s responsibilities and fiduciary duties as a director or officer of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockMDBC. (c) The Stockholder has delivered to Parent a duly executed proxy in hereby authorizes disclosure of his, her or its identity and ownership of the form attached hereto as Exhibit A (Stockholder’s Shares and the “Proxy”)nature of his, such Proxy covering the Subject Securities. Upon the execution of her or its commitments, arrangements and understandings under this Agreement in any proxy statement and regulatory filing of MDBC, and in any regulatory filing by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect OLB related to voting of the Subject Securities on the matters referred to in Section 3(a)Merger.

Voting of Shares. (a) Until the termination of this Agreement in accordance with the terms hereof, the Stockholder hereby agrees that, prior to the Expiration Time, at any annual, special or other meeting of the stockholders of the Company, however calledand at any adjournment or adjournments thereof, and in connection with any written action by consent of the stockholders of the CompanyCompany taken by written consent, unless the Stockholder will: (a) appear at each such meeting or otherwise directed in writing cause the Shares owned beneficially or of record by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by the Stockholder to be voted: counted as present at such meeting for purposes of calculating a quorum; and (ab) in favor of: (i) unless Parent votes such Shares directly pursuant to the proxy granted in Section 2 hereof, vote (or cause to be voted), in person or by proxy, or deliver a written consent with respect to such Shares in favor of adoption of the Merger Agreement, approval of the Merger and any other action of the holders of the Common Stock (the "Company Stockholders") requested in furtherance thereof; (ii) unless Parent votes such Shares directly pursuant to the proxy granted in Section 2 hereof, vote (or cause to be voted), in person or by proxy, against, and not deliver any written consent with respect to such Shares in favor of (x) any action or agreement submitted for approval of the Company Stockholders that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger and each Agreement or of the other transactions contemplated by the Merger Stockholder contained in this Agreement; and (iiiy) any action in furtherance of Acquisition Proposal or any of other action, agreement or transaction submitted for approval to the foregoing; and (b) against the following actions (other than Company Stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger and the transactions contemplated by the Merger or this Agreement): , including: (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its Subsidiaries (other than the CompanyMerger); or (iiB) any sale a sale, lease or other transfer of all or substantially all a material amount of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary contained in this Agreementits Subsidiaries or a reorganization, nothing in this Agreement (a) limits recapitalization or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights liquidation of the Company or any of its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common StockSubsidiaries. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

Voting of Shares. (a) Stockholder hereby agrees thatSo long as the Purchaser owns at least 50% of the shares of Common Stock initially purchased under the Subscription Agreement, then in any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting) Purchaser may designate a nominee to the Company's Board of Directors. Each Shareholder shall vote or cause to be voted all shares of stock now or hereafter owned by such Shareholder (the "Shares"), or over which he, she or it has voting control in favor of electing the one nominee designated by the Purchaser to the Company's Board of Directors. (b) At any time that Purchaser may designate a nominee for election to the Company's Board of Directors as set forth in Section 1(a) above, Purchaser shall provide written notice to the Company at a time sufficiently prior to each such elections of directors of the Expiration TimeCompany for which Purchaser desires to have its nominee recommended for election, to allow the Company to properly place the name of the nominee for consideration at such election. The Company agrees to nominate and recommend for election as a director the individual designated pursuant to Section 1(a). (c) If at any time the composition of the Board of the Directors does not reflect the terms of this Section 1, the Purchaser may give notice to the Company, and upon receipt of such notice the Company shall promptly take all action necessary or appropriate, including, without limitation, calling a special meeting of the stockholders of the CompanyCompany and/or soliciting stockholder consents, however calledto reconstitute the Board of Directors in accordance with the provisions hereof. (d) In the event of the resignation, and in any death, removal or disqualification of a director designated by the Purchaser, the Purchaser shall promptly nominate a new director and, after written action notice of the nomination has been provided by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger Shareholders and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment Purchaser will vote their Shares entitled to vote thereon to elect such nominee to the Company’s certificate Board of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger AgreementDirectors. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock. (c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).