Common use of Voting of Shares Clause in Contracts

Voting of Shares. Shareholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (a) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (b) if so directed by Parent, 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 Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and (c) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directly.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof of the Original Voting Agreement until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 3.2 (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company however called and in every any action by written consent of the shareholders stockholders of the Company, Shareholder Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement, as it may be amended from time to time, (bii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Investor or their its nominee(s) to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 4.2 (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company however called and in every any action by written consent of the shareholders stockholders of the Company, Shareholder Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement, (bii) if so directed by Parent, against any Takeover Proposal (as defined in the Merger Agreement) 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 Agreement or which would is reasonably be expected likely to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their its nominee(s) to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 3.1 (the “Support PeriodTerm”), at every any meeting of the shareholders stockholders of the Company however called and in every any action by written consent of the shareholders stockholders of the Company, Shareholder in each case prior to the Effective Time, Stockholder shall vote (or take all action necessary to cause direct the record owner and any nominees of ShareholderStockholder’s Shares to vote) ShareholderStockholder’s Shares: Shares (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; ; (bii) if so directed by Parent, against any Takeover Proposal (as defined in the Merger Agreement) 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 Agreement or which would could reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders stockholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote ShareholderStockholder’s Shares directly. Each Stockholder hereby agrees to permit Parent and the Company to publish and disclose in any materials delivered to the stockholders of the Company in connection with the Merger Agreement, Stockholder’s identity and ownership of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof period commencing with the execution and delivery of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms Expiration Date (the “Support Period”), at every meeting of the shareholders holders of capital stock of RMT Partner called with respect to any of the Company however called following, and in at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders holders of capital stock of RMT Partner with respect to any of the Companyfollowing, Shareholder the Stockholders shall vote (i) appear (in person, including virtually, or take by proxy) at each such meeting (including every adjournment or postponement thereof) or otherwise cause all action necessary to cause of the record owner and any nominees of Shareholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum and (ii) vote or cause to be voted all of the Subject Shares that each such Stockholder is entitled to vote) Shareholder’s Shares: (a) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated therebyRMT Partner Share Issuance; (b) in favor of the 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 Transactions; (d) in favor of any proposal to adjourn or postpone such meeting of the RMT Partner’s stockholders to a later date if so directed by Parent, such adjournment or postponement is proposed in compliance with the provisions of Section 8.5 of the Merger Agreement; (e) against any Takeover RMT Partner Acquisition Proposal and 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 (f) against any proposal for amendment of the Organizational Documents of RMT Partner (other than the RMT Partner Charter Amendment) or other action or agreement of RMT Partner, in each case for which the 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 Company Merger Agreement, (ii) result in any of the conditions to the consummation of the Transactions under the Merger Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Separation and Distribution Agreement not being fulfilled, any change in the composition of the board of directors of the Company or (except as contemplated by the Merger Agreement)iii) impede, any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impedefrustrate, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or Transactions; provided, that Remainco has advised the Merger Agreement or the likelihood Stockholders of such transactions being consummated; and asserted effect set forth in clause (ci), (ii) or (iii) in favor writing at least ten (10) Business Days prior to the applicable vote. In furtherance of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub RMT Partner shall notify Remainco of any action or their nominee(sconsent 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 writing at least twenty (20) Business Days prior to vote Shareholder’s Shares directlythe applicable action or consent.

Voting of Shares. Shareholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 4.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders Shareholders of the Company however called and in every any action by written consent of the shareholders Shareholders of the Company, Shareholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger Agreement, (ii) against any Acquisition Proposal (as defined in the Merger Agreement and the other transactions contemplated thereby; (bAgreement) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company Shareholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their its nominee(s) to vote such Shareholder’s 's Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 4.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, the Stockholder shall (A) appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or take all action necessary cause to cause the record owner and any nominees of Shareholder’s be voted) its Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger, the Merger Agreement and all the other transactions contemplated thereby; , (ii) against (a) any Takeover Proposal, (b) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, (c) any change in the composition of the board of directors of the Company Company, (except as contemplated by the Merger Agreement), d) any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Restated Certificate of Incorporation, as amended, or By-Laws or (e) any other change in the Company's corporate structure or businessbusiness or change in any manner of the voting rights of the Company's capital stock, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 3.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall however called, each Party agrees to vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption Merger Agreement (as amended from time to time; provided that no Party shall be required to vote in favor of the Merger Agreement or the Merger if the Merger Agreement has been amended in any manner that is material and adverse to such Party (without affecting the other transactions contemplated thereby; Parties in a similar manner) without such Party's written consent), (bii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Amended and Restated Articles of Incorporation or the Company's Amended and Restated By-Laws, any other material change in the Company's corporate structure or business, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consentshareholders, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing; provided, includinghowever, without limitationthat nothing herein shall prevent any Party from discharging such Party's fiduciary duties to the Company's shareholders under the Washington Business Corporation Act, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlysolely as a member of the Company's Board of Directors.

Voting of Shares. Each Shareholder hereby irrevocably and unconditionally agrees to vote or cause to be voted (including by proxy or written consent, if applicable) at any shareholder meeting of AB, or any adjournment or postponement thereof, including any meeting called for the purpose of approving the Merger Agreement (an “AB Meeting”), all shares of AB common stock that from such Shareholder owns of record or beneficially, or acquires after the date hereof until but prior to the earlier record date, in either case with power to vote or direct the voting of such shares (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (collectively, the “Support PeriodOwned Shares”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (a) in favor of the (i) approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; therein, including the Merger, and (ii) any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement, and (b) if so directed by Parent, against any Takeover Proposal and against any proposal for action action, proposal, transaction, or agreement that would reasonably be likely to (i) result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would reasonably be expected to result AB contained in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure or of the Company or any amendment to the Company’s corporate structure or businessShareholder contained in this Agreement, or any other action which could reasonably be expected to (ii) materially prevent, impede, interfere with, delay, postpone or frustrate the purposes of or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and (c) in favor of any other matter reasonably necessary for the consummation completion of the transactions contemplated by the Merger Agreement, including the Merger; provided, however, that each Shareholder’s voting obligations under this Section 1 will not apply with respect to any vote on the Merger Agreement which if the Merger Agreement is considered at any such meeting amended so as to reduce the amount or change the form of consideration to be received by the shareholders of AB, impose any material condition to the Company receipt of the consideration to be received by the shareholders of AB, or change the tax consequences of the receipt thereof under the Merger Agreement in its present form (an “Adverse Change”). For the avoidance of doubt, the foregoing commitments apply to any Owned Shares held by any trust, limited partnership, limited liability company, corporation, or other entity holding shares of AB common stock for which the Shareholder serves in any trustee, partner, member, shareholder, or similar capacity. To the extent the Shareholder does not control (by himself, herself, or itself) the determinations of such consentshareholder entity, the Shareholder agrees to exercise all voting or other determination rights the Shareholder has in such shareholder entity to carry out the intent and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate purposes of the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyvoting obligations under this Section 1 and as otherwise set forth in this Agreement.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 3.1 (the “Support PeriodTerm”), at every any meeting of the shareholders of the Company however called and in every any action by written consent of the shareholders of the Company, Shareholder in each case before the Effective Time, Stockholder shall vote (or take all action necessary to cause direct the record owner and any nominees of ShareholderStockholder’s Shares to vote) ShareholderStockholder’s Shares: Shares (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement; (bii) if so directed by Parent, 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 Agreement or which would could reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote ShareholderStockholder’s Shares directly.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 4.2 (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company however called and in every any action by written consent of the shareholders stockholders of the Company, Shareholder Stockholder shall vote (or take all action necessary to cause direct the record owner and any nominees of Shareholder’s its Shares to vote) Shareholder’s Shares: its Shares (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement, (bii) if so directed by Parent, 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 Agreement or which would could reasonably be expected to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, including documents enabling Parent and Merger Sub Purchaser or their nominee(s) to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder During the Term (as hereinafter defined), each Stockholder (severally and not jointly) hereby irrevocably and unconditionally agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”)that, at every any annual, special or other meeting of the shareholders stockholders of Clearwire (“Clearwire Stockholders”) called for the Company however called and in every action by written consent purpose of the shareholders of the Company, Shareholder shall vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (a) in favor of the approval of the Merger and voting upon the adoption of the Merger Agreement and the other approval of the transactions contemplated thereby;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, such Stockholder will: (a) appear in person or by proxy at each CIC Stockholders Meeting or otherwise cause all of the Clearwire Shares beneficially owned by such Stockholder at such time to be counted as present at such meeting for purposes of calculating a quorum; and (b) if so directed vote (or cause to be voted) all of the Clearwire Shares beneficially owned by Parentsuch Stockholder at such time, against any Takeover Proposal in person or by proxy, (i) in favor of approving and against adopting the Merger Agreement, (ii) in favor of the matters to be voted upon by Clearwire Stockholders at the Parent Stockholders Meeting (as defined in the Note Purchase Agreement) pursuant to Section 7.01(c) of the Note Purchase Agreement (the “Note Issuance Required Vote”), (iii) in favor of any proposal to adjourn or postpone any CIC Stockholders Meeting to a later date (but prior to the expiration of the Term) if there are not sufficient votes for action approval of such matters on the date on which such CIC Stockholders Meeting is held to vote on any of the foregoing matters (the “Covered Matters”), and (iv) against (A) any Acquisition Proposal (other than the Merger), (B) any action, proposal, transaction or agreement that would could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement or, to the Company knowledge of such Stockholder, of Clearwire under the Merger Agreement or which would reasonably be expected to result in the Note Purchase Agreement and (C) any of the Company’s obligations under the Merger Agreement not being fulfilledaction, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)proposal, any change in the present capital structure of the Company transaction or any amendment to the Company’s corporate structure or business, or any other action which agreement that could reasonably be expected to impede, interfere with, delay, postpone or materially and postpone, prevent, discourage, adversely affect or inhibit the transactions contemplated by this timely consummation of the Merger, the issuance of the Notes (or Clearwire Common Stock or Clearwire LLC units for which such Notes will be exchangeable) pursuant to the Note Purchase Agreement or, to the knowledge of such Stockholder, the fulfillment of Sprint’s, Clearwire’s, Clearwire LLC’s or Acquisition Corp.’s conditions under the Merger Agreement or the likelihood Note Purchase Agreement or such Stockholder’s obligations under this Agreement or change in any manner the present capitalization of such transactions being consummated; andClearwire 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). (c) The obligations of such Stockholder specified in favor Sections 2(a) and 2(b) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of Clearwire (or any other matter reasonably necessary committee thereof). (d) Except as expressly set forth in this Agreement or the Equityholders’ Agreement, each Stockholder may vote the Clearwire Shares beneficially owned by it in its discretion on all matters submitted for the consummation vote of the transactions contemplated by the Merger Agreement which is considered at any such meeting stockholders of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyClearwire.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 4.2 hereof (the “Support PeriodTerm”), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, the Stockholder shall (A) appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or take all action necessary cause to cause the record owner and any nominees of Shareholder’s be voted) its Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger, the Merger Agreement and all the other transactions contemplated thereby; , (ii) against (a) any Takeover Proposal, (b) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s obligations under the Merger Agreement not being fulfilled, (c) any change in the composition of the board of directors of the Company Company, (except as contemplated by the Merger Agreement), d) any change in the present capital structure capitalization of the Company or any amendment to the Company’s Restated Certificate of Incorporation, as amended, or By-Laws or (e) any other change in the Company’s corporate structure or businessbusiness or change in any manner of the voting rights of the Company’s capital stock, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the ---------------- termination of the Merger this Agreement in accordance with its terms pursuant to Section 5.2 hereof (the “Support Period”"Term"), at every ---- any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, Stockholder shall vote his Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption Merger Agreement (as amended from time to time; provided that Stockholder shall not be required to vote in favor of the Merger Agreement or the Merger if the Merger Agreement has been amended in any manner that is material and adverse to the other transactions contemplated thereby; Stockholder without such Stockholder's written consent), (bii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Articles of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably In the Stockholders Agreement, each Carlyle Stockholder agrees that from the date hereof thereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”)Stockholders Agreement, at every any meeting of the shareholders of the Company Stockholders, however called called, and in every any action by written consent of the shareholders of the CompanyStockholders, Shareholder such Carlyle Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the 28 31 Company or any amendment to the Company’s '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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company Stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s the Shares directly.. Agreement not to

Voting of Shares. Shareholder hereby irrevocably agrees (a) Without in any way limiting Stockholder’s right to vote the Stockholder Securities in its sole discretion on any other matters not set forth in Section 4(a)(ii) that from may be submitted to a Stockholder vote, consent or other approval, at any annual, special or other meeting of the Company’s stockholders called or any action by written consent in lieu of a meeting of stockholders of the Company with respect to any of the following, and at any adjournment or postponement thereof, Stockholder (solely in Stockholder’s capacity as a holder of the Stockholder Securities and not in any other capacity) shall, or shall cause the holder of record on any applicable record date hereof until the earlier of to, (i) the Effective Time appear at each such meeting or otherwise cause all of Stockholder’s Stockholder Securities 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 Stockholder Securities beneficially owned by Stockholder and entitled to vote (A) in favor of (1) the termination approval of the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (a) in favor of the approval of the Merger and the adoption of other transactions contemplated by the Merger Agreement and (2) any other matter reasonably necessary to consummate the other transactions contemplated thereby; thereby (bincluding the Merger), and (B) if so directed by Parent, against (x) any Takeover Proposal and against any proposal for action or agreement which could reasonably be expected to impede, interfere with, prevent, delay or adversely affect the Merger Agreement, the Merger or this Agreement, (y) any Competing Proposal and (z) any action, proposal, transaction or agreement that would could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement. (b) Notwithstanding the Company under foregoing, Stockholder shall retain at all times the Merger Agreement right to vote the Stockholder 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 which would reasonably be expected from time to result in time presented for consideration to the Company’s stockholders at any annual, special or other meeting of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company stockholders or any amendment to action by written consent in lieu of a meeting of the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; andstockholders. (c) The obligations set forth in favor this Section 4 shall apply to Stockholder during the period beginning on the date of any other matter reasonably necessary for this Agreement and ending on the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyEnd Date.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 5.1 hereof (the “Support PeriodTerm”), at every any meeting of the shareholders stockholders of the Company OPTA, however called called, and in every any action by written consent of the shareholders stockholders of the CompanyOPTA, Shareholder each Stockholder shall vote his or her Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, against any Takeover Acquisition 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 OPTA under the Merger Agreement or which would is reasonably be expected likely to result in any of the Companyconditions of OPTA’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)OPTA, any change in the present capital structure capitalization of the Company OPTA or any amendment to the CompanyOPTA’s Certificate of Incorporation or By-Laws, any other material change in OPTA’s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Acquisition Subsidiary or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably Stockholder agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 6.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, Stockholder shall vote its Shares (or take all action necessary except to cause the record owner and extent that Stockholder no longer has any nominees voting rights in respect of Shareholder’s the Shares as a result of the exercise of the Stock Option referred to votein Section 3.1 hereof) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s '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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 4.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, each Stockholder shall (A) appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or take all action necessary cause to cause the record owner and any nominees of Shareholder’s be voted) its Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger, the Merger Agreement and all the other transactions contemplated thereby; , (ii) against (a) any Takeover Proposal, (b) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, (c) any change in the composition of the board of directors of the Company Company, (except as contemplated by the Merger Agreement), d) any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Restated Certificate of Incorporation, as amended, or By-Laws or (e) any other change in the Company's corporate structure or businessbusiness or change in any manner of the voting rights of the Company's capital stock, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. (a) Prior to the Termination Date, and without in any way limiting the Shareholder’s right to vote her Shareholder hereby irrevocably agrees Securities in her sole discretion on any other matters not set forth in SECTION 4(a)(ii) that from may be submitted to a shareholder vote, consent or other approval, at every annual, special or other meeting of the Company’s shareholders called with respect to any of the following, and at every adjournment or postponement thereof, the Shareholder (in the Shareholder’s capacity as a holder of her Shareholder Securities) shall, or shall cause the holder of record on any applicable record date hereof until the earlier of to, (i) attend each such meeting or otherwise cause all of the Effective Time Shareholder’s Shareholder Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote all Shareholder Securities, beneficially owned by the termination of the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders of the Company however called Shareholder and in every action by written consent of the shareholders of the Company, Shareholder shall entitled to vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (aA) in favor of the approval and the Company’s adoption of the Merger and Bye-Laws Amendments, (B) in favor of the adoption of the Merger Amalgamation Agreement and the approval of the Amalgamation and the other transactions contemplated thereby; by the Amalgamation Agreement, and (bC) if so directed by Parentagainst (x) any action or agreement which would reasonably be expected to materially impede, against interfere, delay discourage or adversely affect the Amalgamation Agreement, the Amalgamation or this Agreement, (y) any Takeover Acquisition Proposal and against (z) any proposal for action action, proposal, transaction or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Shareholder under the Merger Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated this Agreement. Any vote by the Merger Agreement)Shareholder that is not in accordance with this SECTION 4(a) will be null and void. (b) Notwithstanding the foregoing, the Shareholder shall retain at all times the right to vote the Shareholder Securities held by her in her sole discretion and without any change other limitation on those matters other than those set forth in the present capital structure of the Company SECTION 4(a)(ii) that are at any time or any amendment from time to time presented for consideration to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; andshareholders. (c) The obligations set forth in favor this SECTION 4 shall apply to the Shareholder unless and until the Termination Date shall have occurred, at which time such obligations shall terminate and be of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company no further force or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyeffect.

Voting of Shares. Each Shareholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 4.2 hereof (“the Merger Agreement in accordance with its terms (the “Support PeriodTerm”), at every any meeting of the shareholders of the Company Company, however called called, and in every any action by written consent of the shareholders of the Company, such Shareholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure 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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from (a) From and after the date hereof until hereof, each Stockholder agrees to vote all Shares owned or controlled by it and take all other necessary or desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to effectuate the earlier provisions of this Agreement. (b) From and after the date hereof, the Company agrees, and agrees to cause each of its Subsidiaries, to take all necessary or desirable actions within its control (including, without limitation, nominating for election to the Board of Directors those individuals designated by any Stockholder to serve as a Director in accordance with the terms of this Agreement and calling special board and stockholder meetings) to effectuate the provisions of this Agreement. (c) Each Stockholder agrees to vote its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Company's certificate of incorporation and bylaws (a) do not at any time conflict with any provision of this Agreement and (b) permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement. The Company's certificate of incorporation and bylaws shall provide for (i) the Effective Time elimination of the liability of each Director to the maximum extent permitted by applicable law and (ii) the termination indemnification of the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders each Director for acts on behalf of the Company however called and to the maximum extent permitted by applicable law. Each Stockholder agrees that, in every action by written consent of the shareholders of addition to any other approvals required pursuant to Section 3.3(a), the Company's certificate of incorporation and bylaws shall provide that, Shareholder shall vote (or take all action necessary x) prior to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (a) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (b) if so directed by Parentan IPO, 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 Agreement or which would reasonably be expected to result in any of the Company’s obligations under items listed in Schedule 3.1(c)(x) shall require the Merger Agreement not being fulfilled, Board of Directors' approval and (y) after an IPO and for so long as AEA or DLJMB shall have any change in rights pursuant to the composition second proviso of the board penultimate sentence of directors of the Company (except as contemplated by the Merger AgreementSection 3.2(c), any change in the present capital structure of the Company or any amendment to items listed in Schedule 3.1(c)(y) shall require the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood Board of such transactions being consummated; and (c) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyDirectors' approval.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 5.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption Merger Agreement (as amended from time to time; provided that no Stockholder shall be required to vote in favor of the Merger Agreement or the Merger if the Merger Agreement has been amended in any manner that is material and adverse to the other transactions contemplated thereby; Stockholder without such Stockholder's written consent), (bii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Third Amended and Restated Articles of Incorporation or Amended and Restated By-Laws, any other material change in the Company's corporate structure or business, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder Trustee hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 3.2 (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company however called and in every any action by written consent of the shareholders stockholders of the Company, Shareholder Trustee shall vote the Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas it may be amended from time to time), (ii) if so directed by Parent, against any Takeover Proposal (as defined in the Merger Agreement) 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 Agreement or which would is reasonably be expected likely to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement, the Stockholder Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their its nominee(s) to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder Each Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 6.2 hereof ("the Merger Agreement in accordance with its terms (the “Support Period”Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, such Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, against any Takeover Proposal and against any proposal for action or 2 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s '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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier earliest to ---------------- occur of (ix) termination of this Agreement pursuant to Section 6.1 hereof, (y) the Effective Time expiration of the Stock Option with respect to such Stockholder's Shares and (iiz) the termination closing of the Merger Agreement in accordance with its terms any exercise of such Stock Option (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company Company, however called called, and in every any action by written consent of the shareholders stockholders of the Company, Shareholder each Stockholder shall vote his or her Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Restated Certificate or By-Laws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 4.2 hereof (the “Support PeriodTerm”), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, each Stockholder shall (A) appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or take all action necessary cause to cause the record owner and any nominees of Shareholder’s be voted) its Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger, the Merger Agreement and all the other transactions contemplated thereby; , (ii) against (a) any Takeover Proposal, (b) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s obligations under the Merger Agreement not being fulfilled, (c) any change in the composition of the board of directors of the Company Company, (except as contemplated by the Merger Agreement), d) any change in the present capital structure capitalization of the Company or any amendment to the Company’s Restated Certificate of Incorporation, as amended, or By-Laws or (e) any other change in the Company’s corporate structure or businessbusiness or change in any manner of the voting rights of the Company’s capital stock, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 6.1 hereof (the “Support Period”"Term"), at every any meeting of the shareholders stockholders of the Company OPTA, however called called, and in every any action by written consent of the shareholders stockholders of the CompanyOPTA, Shareholder each Stockholder shall vote his or her Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, against any Takeover Acquisition 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 OPTA under the Merger Agreement or which would is reasonably be expected likely to result in any of the Company’s conditions of OPTA's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)OPTA, any change in the present capital structure capitalization of the Company OPTA or any amendment to the Company’s OPTA's Certificate of Incorporation or By-Laws, any other material change in OPTA's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Acquisition Subsidiary or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from (a) Each of the date hereof until the earlier of Stockholders will, with ---------------- respect to (i) the Effective Time all Owned Shares and (ii) any other Option Shares that it owns of record or beneficially on the termination of record date for voting at the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders of stockholders called to consider and vote upon the Company however called and in every action by written consent of Merger (the shareholders of the Company"Stockholders' Meeting"), Shareholder shall vote or cause to be voted such Option Shares (or take all action necessary execute or cause to cause the record owner and any nominees of Shareholder’s Shares be executed written consents with respect to votesuch Option Shares) Shareholder’s Shares: (aA) in favor of the approval of the Merger and the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (b) if so directed by Parent, 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 Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement, (B) against any Alternative Proposal (as defined in the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and (cC) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is and considered and voted upon at any such meeting the Stockholders' Meeting. The Stockholders acknowledge receipt and review of a copy of the shareholders Merger Agreement. (b) Following the acquisition of the Company Option Shares by Parent upon the exercise of the Option, Parent will, with respect to the Option Shares that it owns of record or beneficially on the record date for the Stockholders' 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, (ii) against any such consentAlternative Proposal, and (iii) in connection therewith to execute favor of any documents which are other matter necessary or appropriate in order to effectuate for the foregoing, including, without limitation, documents enabling Parent consummation of the transactions contemplated by the Merger Agreement and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyconsidered and voted upon at the Stockholders' Meeting.

Voting of Shares. Shareholder hereby irrevocably agrees (a) Prior to the Termination Date, and without in any way limiting Stockholder’s right to vote its/her/his shares of Company Common Stock in its sole discretion on any other matters that from may be submitted to a stockholder vote, consent or other approval, at every annual, special or other meeting of the Company’s 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 hereof until the earlier of to, (i) the Effective Time appear at each such meeting or otherwise cause all of Stockholder’s shares of Company Common Stock entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) the termination vote all shares of the Merger Agreement in accordance with its terms Company Common Stock beneficially owned by Stockholder and entitled to vote (the “Support PeriodVote Shares”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote ) (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (aA) in favor of the approval of the Merger and (1) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby; by the Merger Agreement and (b2) if so directed by Parentany non-binding advisory vote on “golden parachute” executive compensation arrangements, and/or (B) against (x) 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 Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (y) any change Acquisition Proposal. (b) Notwithstanding the foregoing, each Stockholder shall retain at all times the right to vote the shares of Company Common Stock held by it in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), its sole discretion and without any change other limitation on those matters other than those set forth in the present capital structure of the Company Section 4(a)(ii) that are at any time or any amendment from time to time presented for consideration to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; andStockholders. (c) The obligations set forth in favor this Section 4 shall apply to each Stockholder unless and until the Termination Date shall have occurred, at which time such obligations shall terminate and be of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company no further force or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyeffect.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier earliest to occur of (ix) termination of this Agreement pursuant to Section 6.2 hereof, (y) the Effective Time expiration of the Stock Option with respect to such Stockholder's Shares and (iiz) the termination closing of the Merger Agreement in accordance with its terms any exercise of such Stock Option (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Second Amended and Restated Certificate of Incorporation or Second Amended and Restated By-Laws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 5.2 hereof (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, Stockholder shall vote his Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption Merger Agreement (as amended from time to time; provided that Stockholder shall not be required to vote in favor of the Merger Agreement or the Merger if the Merger Agreement has been amended in any manner that is material and adverse to the other transactions contemplated thereby; Stockholder without such Stockholder's written consent), (bii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Articles of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder Each Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Section 6.2 hereof ("the Merger Agreement in accordance with its terms (the “Support Period”Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, such Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s '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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s the Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier ---------------- earliest to occur of (ix) termination of this Agreement pursuant to Section 6.2 hereof, (y) the Effective Time expiration of the Stock Option with respect to such Stockholder's Shares and (iiz) the termination closing of the Merger Agreement in accordance with its terms any exercise of such Stock Option (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote its Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; (bas amended from time to time), (ii) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Restated Certificate of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from the date hereof until the earlier of (ia) the Effective Time and (ii) Until the termination of the Merger this Agreement in accordance with its terms (the “Support Period”)terms, at every meeting of the shareholders of the Company Company, however called called, and at every adjournment or postponement thereof, or in every action by connection with any written consent of the shareholders of the Company, each Shareholder shall, or shall vote (or take all action necessary to cause the holder of record owner and any nominees of such Shareholder’s Shares to voteon any applicable record date to, (i) appear at each such meeting or otherwise cause all of such Shareholder’s Shares: Shares entitled to vote to be counted as present thereat for purposes of calculating a quorum and (aii) vote or cause to be voted all of such Shareholder’s Shares entitled to vote at each such meeting or give written consent or cause written consent to be given for all such Shares entitled to act by written consent (A) in favor of the approval of the Merger and the adoption of the Merger Agreement and and/or (B) against (x) any action or agreement that is in opposition to the other transactions contemplated thereby; Merger or that would reasonably be expected to impede, interfere with or prevent the Merger, including, but not limited to, any reorganization involving the Company or any Company Subsidiary, (by) if so directed by Parent, against any Company Takeover Proposal and against any proposal for action in furtherance of any Company Takeover Proposal and (z) any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder under this Agreement. (b) The obligations set forth in this Section 4 shall apply to each Shareholder unless and until the earliest to occur of the termination of this Agreement or as otherwise provided pursuant to Section 7. (c) Each Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Shareholder may have, (ii) agrees not to, and will not permit any of its affiliates to, solicit proxies or become a participant in a solicitation of proxies for any Company Takeover Proposal, (iii) agrees not to assist any Person, entity or group in taking or planning action that would compete with, restrain or otherwise serve to interfere with or inhibit Parent in connection with the Merger and (iv) agrees not to solicit, initiate, knowingly encourage or knowingly facilitate a Shareholders’ vote with respect to any Company Takeover Proposal. In addition, each Shareholder hereby 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 Company under or any of their respective representatives or successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors (z) based on their status as shareholders of the Company (except as contemplated by relating to the Merger Agreement)negotiation, any change in the present capital structure execution or delivery of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement Written Consent or the Merger Agreement or the likelihood of such transactions being consummated; and (c) in favor of any other matter reasonably necessary for the consummation of (but not the failure to consummate) the Merger and the other transactions contemplated by the Merger Agreement which is considered Agreement, and to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. For the avoidance of doubt, none of the Shareholders waive, release or discharge any claims relating to the right to receive the Merger Consideration under the Merger Agreement. (d) Subject to the proxy granted under Section 3(d) above, each Shareholder shall retain at all times the right to vote such Shareholder’s Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth in Section 4(a) that are at any such meeting time or from time to time presented for consideration to the Company’s shareholders generally. (e) Notwithstanding anything in this Agreement, in the event that a vote of the shareholders of the Company is required to effect an amendment to the Merger Agreement that (i) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in any respect of each share of Company Common Stock in the Merger or (ii) is otherwise adverse to the holders of shares of Company Common Stock in such consentcapacity, and in connection therewith the provisions of this Agreement will not apply with respect to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to Shareholders’ vote of such Shareholder’s Shares directlywith respect to such vote to amend the Merger Agreement.

Voting of Shares. Shareholder hereby irrevocably agrees (a) Prior to the Termination Date, and without in any way limiting the Stockholder’s right to vote the Stockholder’s shares of Company Common Stock in its sole discretion on any other matters that from may be submitted to a stockholder vote or other approval, at every annual, special or other meeting of the Company’s Stockholders called with respect to any of the following matters, and at every adjournment or postponement thereof, the Stockholder (in such Stockholder’s capacity as a holder of the Stockholder Securities) shall, or shall cause the holder of record on any applicable record date hereof until the earlier of to, (i) appear (in person or by proxy) at each such meeting or otherwise cause all of the Effective Time Stockholder’s shares of Company Common Stock 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 beneficially owned by the termination of Stockholder and entitled to vote at such meeting with respect to the Merger Agreement in accordance with its terms applicable matters (the “Support PeriodVote Shares”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote ) (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (aA) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; approval of the Merger, and/or (bB) if so directed by Parent, against (x) 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 Agreement or which would reasonably be expected to (1) prevent, materially impede, materially delay or materially and adversely affect the consummation of the Merger, (2) or result in any of the conditions to the Company’s obligations under to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, any or (3) change in any manner the composition voting rights of the board any class of directors Company Capital Stock (including by way of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment amendments to the Company’s corporate structure certificate of incorporation or business, or any other action which could bylaws) if such change would reasonably be expected to impedeprevent, interfere with, materially delay, postpone materially impair or materially and adversely affect impact the transactions contemplated by this Agreement or consummation of the Merger Agreement and (y) any Acquisition Proposal. (b) Notwithstanding 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 likelihood of such transactions being consummated; andCompany’s stockholders. (c) The obligations set forth in favor this Section 4 shall apply to the Stockholder unless and until the Termination Date shall have occurred, at which time such obligations shall terminate and be of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company no further force or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directlyeffect.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier termination ---------------- of (i) the Effective Time and (ii) the termination of the Merger this Agreement in accordance with its terms pursuant to Section 5.2 (the “Support Period”), "Term") at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders ----------- stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, each Stockholder shall vote its, his or her Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of Merger Agreement (as amended from time to time), (ii) against any Acquisition Proposal (as defined in the Merger Agreement and the other transactions contemplated thereby; (bAgreement) if so directed by Parent, 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 Agreement or which would is reasonably be expected likely to result in any of the Company’s conditions of Purchaser's obligations under the Merger Agreement Agreement, or any of the conditions to Purchaser's obligation to purchase and pay for tendered shares pursuant to the Offer, not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s '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 matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub including the ability for Purchaser or their nominee(s) its nominees to vote Shareholder’s such Shares directly.

Voting of Shares. Shareholder hereby irrevocably agrees that from From the date hereof until the earlier earliest to occur of (ix) termination of this Agreement pursuant to Section 6.01 hereof, (y) the Effective Time expiration of the Stock Option (as defined below) with respect to the Stockholder's Shares and (iiz) the termination closing of the Merger Agreement in accordance with its terms any exercise of such Stock Option (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every action by written consent of the shareholders stockholders of the Company, Shareholder however called, and in any action by consent of the stockholders of the Company, the Stockholder shall vote the Stockholder's Shares (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares: (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement, (bii) if so directed by Parent, against any Takeover Acquisition Proposal (as defined in the Merger Agreement) 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 Agreement or which would is reasonably be expected likely to result in any of the conditions of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, any other material change in the Company's corporate structure or business, business or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and consummated and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which that is considered at any such meeting of the shareholders of the Company stockholders or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and including the ability for Merger Sub or their nominee(s) its nominees to vote Shareholder’s such Shares directly; provided, however, that Stockholder shall not be required to vote for any action that would decrease the consideration to be received by the stockholders of the Company in respect of their Shares in the Merger.

Voting of Shares. Shareholder Stockholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms pursuant to Section 3.1 (the “Support Period”"Term"), at every any meeting of the shareholders of the Company however called and in every any action by written consent of the shareholders of the Company, Shareholder in each case before the Effective Time, Stockholder shall vote (or take all action necessary to cause direct the record owner and any nominees of Shareholder’s Stockholder's Shares to vote) Shareholder’s Shares: Stockholder's Shares (ai) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby; Agreement; (bii) if so directed by Parent, 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 Agreement or which would could reasonably be expected to result in any of the Company’s 's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure capitalization of the Company or any amendment to the Company’s 's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and and (ciii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Stockholder's Shares directly.