Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. (a) Shareholder agrees to vote or provide a written consent in respect of (or cause the holder of record on any applicable record date to vote or provide a written consent in respect of) all of the Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is Shares in effect, at connection with any annual or extraordinary general meeting of the shareholders of the Company, however called, including any class of shareholders (and at every adjournment or postponement thereof), and in connection with or any action proposed to be taken by written consent in lieu of the a meeting of shareholders of the Company, such including any class of shareholders (i) in favor of the approval of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the approval of any other matter that is required to be approved by the shareholders of the Company in order to effect the transactions contemplated by the Merger Agreement and (ii) against (A) any agreement or arrangement constituting or related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries and (C) any other action, proposal or agreement that would reasonably be expected, to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and in connection therewith, Shareholder shall, shall execute any documents which are necessary or appropriate in each case order to effectuate the foregoing. Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at any meeting of shareholders called to approve the Merger Agreement or otherwise cause the Subject Shares (to the fullest extent that its any of Shareholder’s Subject Shares are entitled to vote thereon: (anot purchased in the Offer) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and . (b) be present (in In furtherance of the foregoing, Shareholder hereby irrevocably grants to, and appoints, until the termination of this Agreement, Parent and any person or persons designated in writing by proxyParent, and each of them individually, as Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote all of the Subject Shares, or grant a written consent in respect of the Subject Shares, or execute and deliver a proxy to vote or grant a written consent in respect of the Subject Shares, on the matters and in the manner specified in Section 1.1(a) of this Agreement (but not on any other matters, other than motions to adjourn and vote other matters incident to the conduct of any meeting of shareholders). Shareholder represents and warrants to Parent that any proxies heretofore given by it in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked, and Shareholder agrees to provide a written notice of revocation of such proxies to the relevant proxy holders (if any). (c) Shareholder hereby affirms that the irrevocable proxy set forth in Section 1.1(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and the Purchaser, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may not be revoked but may be terminated upon the valid termination of this Agreement. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be voted), or deliver (or cause done by virtue hereof. Such irrevocable proxy is executed and intended to be delivered) a written consent irrevocable in accordance with respect to, all the provisions of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation Section 16-10A-722 of the Transactions, (ii) against any action or Utah BCA until the termination of this Agreement in accordance with its terms and shall automatically terminate upon termination of this Agreement. The parties acknowledge that this Agreement is a voting agreement that would reasonably be expected to (A) result as defined in a breach of any covenant, representation or warranty or any other obligation or agreement Section 16-10a-731 of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyUtah BCA.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby Stockholder irrevocably and unconditionally agrees thatagrees, during from and after the time this Agreement is in effectdate hereof, at any annual or extraordinary general every meeting of the shareholders holders of Purchaser Shares (the Company“Purchaser Stockholders”), however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Purchaser Stockholders act by written consent in lieu of a meeting), the shareholders of the Company, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its the Subject Shares (ia) in favor of the transactions contemplated by the Purchase Agreement, including issuing the Consideration Shares and the PIPE Shares and amending the Certificate of Incorporation of Purchaser to increase the authorized number of shares of Class A Common Stock (in order to facilitate the issuance of the Consideration Shares and the PIPE Shares), (b) in favor of any proposal recommended by to adjourn or postpone to a later date any meeting of the stockholders of the Company Board that at which any of the foregoing matters of this Section 1.1 are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is intended held, and (c) against approval of (i) any proposal made in opposition to facilitate the Purchase Agreement or the consummation of the TransactionsTransaction, (ii) against any action or agreement that would reasonably be expected to (A) the knowledge of such Stockholder result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement AmendmentAgreement, or of such Shareholder Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company action that would reasonably be expected, expected to materially impede, materially interfere with, materially delay, postpone, materially postpone or materially and adversely affect or prevent the consummation of transactions contemplated by the Offer Purchase Agreement or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallythis Agreement.

Voting of Subject Shares. Subject to the terms of this Agreement, each Each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, that such Shareholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Shares, however called (each, a “Company Shareholders Meeting”): (a) be present, in each case person or represented by proxy, or otherwise cause such Shareholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to may be counted as present thereat for quorum purposes of determining a quorum, and under applicable Law); and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause ) with respect to all such Shareholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be delivered) a written consent with respect to, all voted at the time of its Subject Shares any vote: (i) in favor of (1) the approval of the Merger Agreement, (2) without limitation of the preceding clause (1), the approval of any proposal recommended to adjourn or postpone the Company Shareholders Meeting to a later date if there are not sufficient votes for approval of the Merger Agreement on the date on which the Company Shareholders Meeting is held and (3) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such Company Board Shareholders Meeting; and (ii) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that is intended would reasonably be expected to facilitate frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the Transactionstransactions contemplated by the Merger Agreement, (ii2) against any Takeover Proposal and any action in furtherance of any Takeover Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger), (4) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in under this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii5) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, proposal, transaction or agreement or transaction involving the Company that would reasonably be expected, expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change result in the present authorized capitalization failure of the Company or any amendment or other change condition to the Company Organizational Documents. Each Shareholder shall retain at all times the right Merger to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallybe satisfied.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders of the Company, however ’s Shareholders called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, or shall cause the holder of record on any applicable record date to, include such Shareholder’s Subject Shares in each case any computation for purposes of establishing a quorum at any such meeting of the Company’s Shareholders and vote such Shareholder’s Subject Shares (to the fullest extent that its any of the Subject Shares are entitled to vote thereon: not purchased in the Offer) (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares the “Vote Shares”): (i) in favor of (A) approval and adoption of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date, if there are not sufficient votes for the consummation approval of the Transactions, Merger Agreement and the transactions contemplated thereunder on the date on which such meeting of the Company’s Shareholders is held; (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Alternative Proposal or (C) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in the occurrence of any condition set forth in Annex I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in under this Agreement, or Agreement (B) result including any proposal to change in any manner the voting rights of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and Subject Shares); and/or (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against in favor of any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries meeting of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyShareholders.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder Each Signatory Stockholder hereby irrevocably and unconditionally agrees that, during the time that for so long as this Agreement is remains in effecteffect (the "Term"), at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Signatory Stockholder shall vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Merger and the Merger Agreement (as amended from time to time, provided that no such amendment would have the effect of reducing the Offer Consideration or the Merger Consideration or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company Board that is intended to facilitate the consummation or any of the Transactionsstockholders of the Company (including the Signatory Stockholders), (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A)(1) any Alternative Acquisition Proposal change in the directors of the Company other than contemplated by the Merger Agreement, (2) any change in the present capitalization of the Company or any proposal relating amendment to an Alternative Acquisition Proposalthe Company's Certificate of Incorporation or By-Laws, (3) and against any other proposed actionmaterial change in the Company's corporate structure or business, agreement or transaction involving (4) any other action which in the Company that would case of each of the matters referred to in clauses (A)(1), (2) or (3) could reasonably be expected, expected to impede, interfere with, delay, postpone, postpone or materially adversely affect or prevent the consummation of transactions contemplated by the Offer or the other Transactions, including Merger Agreement; (xB) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions"Extraordinary Transaction"), ; and (yC) a sale, lease, license lease or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company , or any a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject to The Voting Shareholder undertakes that (a) at such time as the terms of this AgreementCompany conducts a meeting of, each Shareholder hereby irrevocably and unconditionally agrees thator otherwise seeks a vote or consent of, during its shareholders, the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Voting Shareholder shall, in each case to or shall cause the fullest extent that its holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder in favor of, or provide a consent with respect to, (i) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, (ii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are entitled to vote thereon: not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and (aiii) appear any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at each any such meeting or otherwise cause all is the subject of any such Subject Shares to be counted as present thereat for purposes of determining a quorumconsent solicitation, and (b) be present (at each meeting of shareholders of the Company and in person or by proxy) and vote (or cause to be voted)connection with each consent solicitation, the Voting Shareholder shall, or deliver (or shall cause to be delivered) a written consent the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder against, and not provide consents with respect to, all of its Subject Shares (i) any agreement or arrangement related to or in favor furtherance of any proposal recommended by the Company Board that is intended to facilitate the consummation of the TransactionsAcquisition Proposal, (ii) against any action liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (iii) any action, proposal, transaction or agreement that would reasonably delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be expected to satisfied, and (Aiv) 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 the Company contained in under the Purchase Merger Agreement or of the Purchase Agreement Amendment, or of such Voting Shareholder contained in under this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. (a) To the extent that Stockholder’s Subject Shares are not purchased in the Offer, Stockholder agrees to vote or provide a written consent in respect of (or cause the terms holder of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during record on any applicable record date to vote or provide a written consent in respect of) all of the time this Agreement is Subject Shares in effect, at connection with any annual or extraordinary general meeting of the shareholders stockholders of the Company, however calledCompany duly called and sought for such purpose, including any class of stockholders (and at every adjournment or postponement thereof), and in connection with or any action proposed to be taken by written consent in lieu of a meeting of stockholders of the shareholders Company duly requested in respect of the Companysuch purpose, such Shareholder shallincluding any class of stockholders, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended the adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Company Board Merger Agreement and the approval of any other matter that is intended required to facilitate be approved by the stockholders of the Company in order to effect the transactions contemplated by the Merger Agreement and (ii) against (A) any agreement or arrangement constituting or related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries and (C) any other action, proposal or agreement that would (1) reasonably be expected to interfere with or delay the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any Merger and the other obligation or agreement of transactions contemplated by the Company contained in the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B2) result in any of the conditions set forth in Annex I of to the Purchase Agreement Offer not being satisfied on fulfilled or before the End Datesatisfied, and (iii) against in connection therewith. Stockholder shall execute any Alternative Acquisition Proposal (documents which are necessary or any proposal relating appropriate in order to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving effectuate the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documentsforegoing. Each Shareholder Stockholder shall retain at all times the right to vote the its Subject Shares in such Shareholder’s its sole discretion, discretion and without any other limitation, limitation on any those matters other than those set forth in this Section 1.2(a) that are at any time or from time to time presented for consideration to the Company’s shareholder stockholders generally. In the event that any meeting of the stockholders of the Company is held and any of Stockholder’s Subject Shares are not purchased in the Offer, Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum. (b) In furtherance of the foregoing, Stockholder hereby irrevocably grants to, and appoints, until the termination of this Agreement, Parent and any person or persons designated in writing by Parent, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote all of the Subject Shares, or grant a written consent in respect of the Subject Shares, or execute and deliver a proxy to vote or grant a written consent in respect of the Subject Shares, on the matters and in the manner specified in Section 1.2(a) of this Agreement (but not on any other matters, other than motions to adjourn and other matters incident to the conduct of any meeting of stockholders that are in furtherance of the actions specified in Section 1.2(a)). Stockholder represents and warrants to Parent that any proxies heretofore given by it in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked, and Stockholder agrees to provide a written notice of revocation of such proxies to the relevant proxy holders (if any). Stockholder will cause the record holder of any Subject Shares beneficially owned by Stockholder to execute and deliver to Parent all requisite documents to effectuate the objectives of this Section 1.2(b). (c) Stockholder hereby affirms that the irrevocable proxy set forth in Section 1.2(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Purchaser, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in compliance with the provisions of Section 1.2(b) by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL until the termination of this Agreement in accordance with its terms.

Voting of Subject Shares. 2.1 Agreement to Vote Subject to Shares. From the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time date hereof until this Agreement is in effectterminated pursuant to Section 5.2, at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), and in connection with any action proposed to be taken in respect of the adoption of the Merger Agreement by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Stockholder will vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be votedvoted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), or deliver (and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause to be deliveredvoted (including by written consent, if applicable) a written consent with respect to, all of its such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means (ia) in favor of any Company Takeover Proposal, (b) any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any or action or agreement that would reasonably be expected to (A) result in a breach of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company contained set forth in the Purchase this Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (Bc) result in any of the conditions set forth in Annex I of following actions (other than the Purchase Agreement not being satisfied on or before Offer, the End Date, Merger and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including transactions contemplated by the Merger Agreement): (xi) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), Company Subsidiary; (yii) a sale, lease, license disposition or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any the Company Subsidiary, or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or the Company Subsidiary; and (ziii) (1) any change in a majority of the persons who constitute the Company Board as of the date hereof; (2) any change in the present authorized capitalization of the Company or any amendment of the Company's certificate of incorporation or other change bylaws, as amended to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without date; (3) any other limitation, on any matters that are at any time or from time to time presented for consideration to material change in the Company’s shareholder generally.'s corporate structure or business; or

Voting of Subject Shares. Subject At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the terms of this AgreementMerger and the Merger Agreement is sought, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that Stockholder shall vote its Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval as stockholders are entitled to sought, the Stockholders shall vote thereon: (a) appear at each such meeting or otherwise cause all such the Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End DateStockholders hereunder, and (iiiii) against any Alternative Acquisition Proposal (action or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, expected to impede, interfere with, delay, postponepostpone or attempt to discourage the Merger, adversely affect or prevent including, but not limited to: (A) the consummation adoption by the Company of a proposal regarding (1) the acquisition of the Offer Company by merger, tender offer or otherwise by any person or group, other than Parent or Merger Sub or any designee thereof (a "Third Party"), or any other merger, combination or similar transaction with any Third Party; (2) the other Transactionsacquisition by a Third Party of 10% or more of the assets of the Company and its subsidiaries, including (x) any extraordinary corporate transaction, such taken as a merger, consolidation whole; (3) the acquisition by a Third Party of 10% or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries more of the Companyoutstanding Shares; or (4) of the repurchase by the Company or any reorganization, recapitalization of its subsidiaries of 10% or liquidation more of the outstanding Shares; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (zC) any change in the present authorized capitalization control of the Company board of directors of the Company; (D) any material change in the present capitalization or any amendment dividend policy of the Company; or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without (E) any other limitation, on any matters that are at any time or from time to time presented for consideration to material change in the Company’s shareholder generally's corporate structure or business. The Stockholders further agree not to commit or agree to take any action inconsistent with the foregoing.

Voting of Subject Shares. The Supporting Holder holding Subject to the terms of this Agreement, each Shareholder Shares hereby irrevocably and unconditionally agrees that, during after the time Form S-4 is declared effective by the SEC, prior to the termination of this Agreement is in effectAgreement, the Supporting Holder will at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company (and at any adjournment or postponement thereof), however called, and in connection with any action proposed to be taken written actions by written consent of the shareholders stockholders of the CompanyCompany (whenever presented), such Shareholder shall, in each case to cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as voted (including via proxy) (a) in favor of the First Merger and the Company Charter Amendment, (b) in favor of any proposal to adjourn a meeting of the stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (a) above or if there are not sufficient shares of Company Common Stock present thereat for purposes of determining in person or represented by proxy to constitute a quorum, and (bc) be present against any Company Acquisition Proposal, (d) except with respect to any Adverse Amendment (defined below), in person any circumstances upon which a consent or by proxy) and vote other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve (or cause to be voted), consented or deliver approved) all of such Supporting Holder’s Subject Shares held at such time in favor thereof, (or cause to be deliverede) a written against and withhold consent with respect toto any merger, purchase of all or substantially all of its Subject Shares the Company’s assets or other business combination transaction (iother than the Merger Agreement), (f) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, or the Mergers, and (g) in favor of any proposal recommended to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P. as contemplated by the Company Board that is intended to facilitate Merger Agreement. Notwithstanding the consummation of the Transactionsforegoing, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained nothing in this Agreement, or (B) result in any of Agreement shall preclude the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, Supporting Holder from exercising full power and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right authority to vote the Subject Shares in such ShareholderSupporting Holder’s sole discretiondiscretion for or against any proposal submitted to a vote of the MIC Shareholders in respect of, and without any other limitationor which contains or reflects, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyan Adverse Amendment.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder Stockholder hereby irrevocably and unconditionally undertakes and agrees that, during the time this Agreement is in effect, at any annual or extraordinary general special meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, such Shareholder Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactionstransactions contemplated by the Merger Agreement, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement AmendmentMerger Agreement, or of such Shareholder Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement Offer Conditions not being satisfied on or before the End Outside Date, and (iii) against any Alternative Acquisition change in the Company Board, (iv) against any Takeover Proposal (or any proposal relating to an Alternative Acquisition or intended to facilitate a Takeover Proposal), (v) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactionstransactions contemplated by the Merger Agreement), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational DocumentsCharter, the Company Bylaws or the comparable organizational documents of any of the Subsidiaries of the Company in effect as of the date of this Agreement, and (vi) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, materially delay, materially postpone, materially adversely affect or prevent the consummation of the Offer or the other transactions contemplated by the Merger Agreement. Each Shareholder Stockholder shall retain at all times the right to vote the its Subject Shares in such ShareholderStockholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder stockholders generally.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time (a) For so long as this Agreement is in effect, at any annual or extraordinary general every meeting of the shareholders Stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder Stockholder shall, in each case or shall cause the holder of record on any applicable record date to, vote or to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) provide a written consent with in respect to, all of its the Subject Shares (i) in favor of any proposal recommended by to the Company Board extent that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth Subject Shares have not been purchased in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iiiOffer) against (i) any Alternative Acquisition Proposal (or any proposal relating to an Alternative any Acquisition Proposal, (ii) and against any merger (other proposed actionthan the Merger), agreement consolidation or transaction other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend, dissolution or liquidation of the Company or any of its Subsidiaries, (iii) to the extent submitted to a stockholder vote, any change in the business, management or Board of Directors of the Company (other than as directed by Parent or Merger Sub) or (iv) any other action, proposal or agreement that would (A) reasonably be expected, to impede, interfere with, delaymaterially delay or postpone the Merger or the other transactions contemplated by the Merger Agreement, postpone, adversely affect or prevent the consummation (B) result in any of the Offer Conditions or conditions to the other TransactionsMerger not being fulfilled or satisfied or (C) change in any manner the dividend policy or capitalization of, including (x) the voting rights of any extraordinary corporate transactionclass of equity interests in, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder The Stockholder shall retain at all times the right to vote the Subject Shares in such Shareholderthe Stockholder’s sole discretion, discretion and without any other limitationlimitation on those matters other than those set forth in this Section 1.03. In the event that any meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any matters that are applicable record date to, appear at any time such meeting or from time to time presented for consideration otherwise cause the Subject Shares (to the Company’s shareholder generallyextent that any of the Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum. (b) Notwithstanding anything herein to the contrary, the Stockholder shall remain free to vote (or execute proxies with respect to the Subject Shares) with respect to any matter not covered by Section 1.03(a) in any manner the Stockholder deems appropriate.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) . At every meeting of the shareholders stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder each Stockholder shall, in each case or shall cause the holder of record on any applicable record date to, vote such Stockholder’s Subject Shares (to the fullest extent that its any of such Stockholder’s Subject Shares are entitled to vote thereon: (anot purchased in the Offer and provided that the Offer price was not decreased) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation adoption of the Transactions, Merger Agreement and the transactions contemplated thereby; (ii) against (A) any action agreement or arrangement related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company contained in under the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (B) result and in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transactionconnection therewith, such as a merger, consolidation Stockholder shall execute any documents which are necessary or other business combination involving appropriate in order to effectuate the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documentsforegoing. Each Shareholder Stockholder shall retain at all times the right to vote the such Stockholder’s Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitation, limitation on any those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s shareholder stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. Subject to the terms of this AgreementEach Voting Shareholder undertakes that (a) at such time as Parent conducts a meeting of, or otherwise seeks a vote or consent of, its shareholders, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Voting Shareholder shall, in each case to or shall cause the fullest extent that its holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by such Voting Shareholder in favor of, or provide a consent with respect to, (i) approval of the issuance of shares of Parent Common Stock in the Merger, (ii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are entitled to vote thereon: not sufficient votes for the approval of the issuance of shares of Parent Common Stock in the Merger on the date on which such meeting is held, and (aiii) appear any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at each any such meeting or otherwise cause all is the subject of any such Subject Shares to be counted as present thereat for purposes of determining a quorumconsent solicitation, and (b) be present (at each meeting of shareholders of Parent and in person or by proxy) and vote (or cause to be voted)connection with each consent solicitation, such Voting Shareholder shall, or deliver (or shall cause to be delivered) a written consent the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by such Voting Shareholder against, and not provide consents with respect to, all of its Subject Shares (i) any agreement or arrangement related to or in favor furtherance of any proposal recommended by the Company Board that is intended to facilitate the consummation of the TransactionsAcquisition Proposal, (ii) against any action liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Parent, (iii) any action, proposal, transaction or agreement that would reasonably delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be expected to satisfied, and (Aiv) 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 Parent under the Company contained in the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Voting Shareholder contained in under this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) At every meeting of the shareholders of Company Stockholders called during the CompanyVoting Period, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of thereof during the shareholders of the CompanyVoting Period, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) holder of record on any applicable record date to, appear at each such meeting or otherwise cause all such Stockholder’s Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and (b) be present (in person or by proxy) quorum at any such meeting of Company Stockholders and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its such Stockholder’s Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer) (the “Vote Shares”) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereby, and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date, if there are not sufficient votes for the consummation adoption and approval of the TransactionsMerger Agreement and the transactions contemplated thereby, (ii) against (A) any action Acquisition Proposal or (B) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach of the Merger Agreement by the Company or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and/or (iii) in favor of any other matter expressly contemplated by the Merger Agreement and necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company contained in Stockholders. For the Purchase Agreement or the Purchase Agreement Amendment, or purposes of such Shareholder contained in this Agreement, or (B) result in “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of the conditions set forth in Annex I of the Purchase this Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating pursuant to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallySection 5.2 hereof.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with in respect to, of all of its Subject Shares Shares: (i) in in favor of (a) the First Merger, the Business Combination Agreement, the Ancillary Documents, any proposal recommended by required amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company Board that is intended to facilitate the consummation of the Transactionsa later date, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of than as contemplated by the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Business Combination Agreement, or (B) result any material change in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to of the Company’s shareholder generallyOrganizational Documents or (y) the Company’s corporate structure or business; and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of the Pubco Shares being issued to holders of Company Securities as contemplated by the Business Combination Agreement.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) At every meeting of the shareholders Stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder each Stockholder shall, in each case or shall cause the holder of record on any applicable record date to, vote or to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) provide a written consent with in respect toof, all of its such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares have not been purchased in the Offer) against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative any Acquisition Proposal, (ii) and against any merger (other proposed actionthan the Merger), agreement consolidation or transaction other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend, dissolution or liquidation of the Company or any Company Subsidiary, (iii) to the extent submitted to a stockholder vote, any change in the business, management or Board of Directors of the Company (other than as directed by Parent, Merger Sub or any Parent’s Subsidiary) or (iv) any other action, proposal or agreement that would (A) reasonably be expected, to impede, interfere with, delaymaterially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement, postpone, adversely affect or prevent the consummation (B) result in any of the Offer Conditions or conditions to the other TransactionsMerger not being fulfilled or satisfied or (C) change in any manner the dividend policy or capitalization of, including (x) the voting rights of any extraordinary corporate transactionclass of equity interests in, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder Stockholder shall retain at all times the right to vote the such Stockholder’s Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitationlimitation on those matters other than those set forth in this Section 1.02. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum. (b) In furtherance of the agreements herein, each Stockholder hereby irrevocably grants to, and appoints, Parent and any person or persons designated in writing by Parent, and each of them individually, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all its Shares, or grant a consent or approval in respect of such Shares, or execute and deliver a proxy to vote such Shares, on the matters and in the manner specified in Section 1.02(a) (but not on any matters other matters). (c) Each Stockholder hereby affirms that are at any time the irrevocable proxy set forth in Section 1.02(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or from time cause to time presented for consideration be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the Company’s shareholder generallyprovisions of Section 212 of the DGCL until the termination of this Agreement in accordance with its terms.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the CompanyCompany requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with in respect to, of all of its Subject Shares Shares: (i) in favor of (a) the First Merger, the Business Combination Agreement, the Ancillary Documents, any proposal recommended by required amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Company Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the Company Board that is intended to facilitate the consummation Shareholder Approval Matters, in favor of the Transactionsadjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of than as contemplated by the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Business Combination Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment of the Company’s Organizational Documents, (y) any material change in the Company’s corporate structure or business or (z) any proposal, offer, or submission with respect to an Acquisition Proposal or Alternative Transaction (“Competing Transaction”) or the adoption of any agreement to enter into a Competing Transaction; and (iii) in any other circumstances upon which a vote, consent or other change approval with respect to the Company Organizational Documents. Each Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall retain at all times the right not be required to vote the Subject Shares in such Shareholder’s sole discretion, and without or provide consent or take any other limitationaction, on any matters that are at any time or from time to time presented for consideration in each case to the Company’s shareholder generallyextent any such vote, consent or other action would preclude SEC registration of the Pubco Ordinary Shares being issued to holders of Company Ordinary Shares as contemplated by the Business Combination Agreement.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) At every meeting of the shareholders Stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder each Stockholder shall, in each case or shall cause the holder of record on any applicable record date to, vote or to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) provide a written consent with in respect toof, all of its such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares have not been purchased in the Offer) against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative any Acquisition Proposal, (ii) and against any merger (other proposed actionthan the Merger), agreement consolidation or transaction other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend, dissolution or liquidation of the Company or any Company Subsidiary, (iii) to the extent submitted to a stockholder vote, any change in the business, management or Board of Directors of the Company (other than as directed by Parent, Merger Sub or any Parent’s Subsidiary) or (iv) any other action, proposal or agreement that would (A) reasonably be expected, to impede, interfere with, delaymaterially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement, postpone, adversely affect or prevent the consummation (B) result in any of the Offer Conditions or conditions to the other TransactionsMerger not being fulfilled or satisfied or (C) change in any manner the dividend policy or capitalization of, including (x) the voting rights of any extraordinary corporate transactionclass of equity interests in, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder Stockholder shall retain at all times the right to vote the such Stockholder’s Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitationlimitation on those matters other than those set forth in this Section 1.02. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum. (b) In furtherance of the agreements herein, each Stockholder hereby irrevocably grants to, and appoints, Parent and any person or persons designated in writing by Parent, and each of them individually, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all its Shares, or grant a consent or approval in respect of such Shares, or execute and deliver a proxy to vote such Shares, on the matters and in the manner specified in Section 1.02(a) (but not on any matters other matters). (c) Each Stockholder hereby affirms that are at any time the irrevocable proxy set forth in Section 1.02(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or from time cause to time presented for consideration be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the Company’s shareholder generallyprovisions of Section 212 of the DGCL until the termination of this Agreement in accordance with its terms.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders of the Company, however ’s stockholders called, including any and at every adjournment or postponement thereof, and in connection with at any action proposed to be taken by written consent of the shareholders Company’s stockholders, such Stockholder shall, or shall cause the holder of record on any applicable record date to, vote or consent, as the case may be, such Stockholder’s Subject Shares (to the extent that any of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (anot purchased in the Offer) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of (A) adoption of the Merger Agreement and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date, if there are not sufficient votes for the consummation adoption of the Transactions, Merger Agreement on the date on which such meeting is held; (ii) against (A) any action Acquisition Proposal, (B) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach the failure of any covenantOffer Condition to be satisfied, representation (C) any merger agreement or warranty merger (other than the Merger Agreement and the Merger), consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (D) any other obligation or agreement amendment of the Company contained in the Purchase Agreement Certificate or the Purchase Agreement Amendment, or of such Shareholder contained in this AgreementCompany Bylaws, or (BE) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any other proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that or any Company Subsidiary, which proposal or transaction would reasonably be expected, to in any manner impede, interfere with, delay, postponefrustrate, adversely affect prevent or prevent nullify any provision of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock; and (iii) in favor of any other matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries meeting of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallystockholders.

Voting of Subject Shares. Subject to (a) The Stockholder hereby agrees that, until the terms termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general duly called meeting of the shareholders stockholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the Company, such Shareholder Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its voted the Subject Shares Shares: (i) in favor of (A) adopting the Merger Agreement and thereby approving the Merger and any proposal recommended other matters contemplated by the Company Board Merger Agreement that is intended to facilitate the are necessary for consummation of the Transactions, Merger and (B) approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held; (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal (other than the Merger) or (B) any corporate action or agreement that the consummation of which would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect prevent or prevent materially delay the consummation of the Offer transactions contemplated by the Merger Agreement; and in connection therewith to execute any documents reasonably requested by Parentthat are necessary or appropriate in order to effectuate the other Transactions, including foregoing. (xb) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving In order to implement the Company (other than the Offer or the other Transactionsprovision of Section 2(a), the Stockholder covenants and agrees that it will, upon the written request of Parent, not later than three (y3) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change Business Days prior to the Company Organizational Documents. Each Shareholder shall retain at all times Stockholder Meeting or, if applicable, the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration date when written consents must be submitted to the Company’s shareholder generally, deliver to the Company a duly completed and executed proxy in favor of adopting the Merger Agreement and thereby approving the Merger, and any other matters which are necessary for consummation of the Merger.

Voting of Subject Shares. Subject to The Voting Shareholder undertakes that (a) at such time as Parent conducts a meeting of, or otherwise seeks a vote or consent of, its shareholders, the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Voting Shareholder shall, or shall cause (or, with respect to any Subject Shares that the Voting Shareholder cannot direct the vote, use reasonable efforts to cause) the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder in each case favor of, or provide a consent with respect to, (i) approval of the issuance of shares of Parent Common Stock in the Merger, (ii) approval of the amendments to the fullest extent that its Subject Shares Parent Certificate of Formation to effect the Reverse Stock Split and the Name Change, (iii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are entitled not sufficient votes for the approval of the issuance of shares of Parent Common Stock in the Merger or approval of the amendments to vote thereon: the Parent Certificate of Formation on the date on which such meeting is held, and (aiv) appear any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at each any such meeting or otherwise cause all is the subject of any such Subject Shares to be counted as present thereat for purposes of determining a quorumconsent solicitation, and (b) be present (at each meeting of shareholders of Parent and in person or by proxy) and vote (or cause to be voted)connection with each consent solicitation, the Voting Shareholder shall, or deliver (or shall cause to be delivered) a written consent the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder against, and not provide consents with respect to, all of its Subject Shares (i) any agreement or arrangement related to or in favor furtherance of any proposal recommended by the Company Board that is intended to facilitate the consummation of the TransactionsAcquisition Proposal, (ii) against any action liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Parent or any of its Subsidiaries, (iii) any action, proposal, transaction or agreement that would reasonably delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be expected to satisfied, and (Aiv) 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 Parent under the Company contained in the Purchase Merger Agreement or of the Purchase Agreement Amendment, or of such Voting Shareholder contained in under this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the terms of this Agreement, each Shareholder hereby irrevocably Merger and unconditionally agrees that, during the time this Merger Agreement is sought, the Stockholder and the Individual shall, and the Individual shall cause the Stockholder to, vote the Subject Shares in effectfavor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. At any meeting of stockholders of the Company or at any annual adjournment thereof or extraordinary general meeting of in any other circumstances upon which the shareholders of Stockholder's or the CompanyIndividual's vote, however calledconsent or other approval is sought, including any adjournment or postponement thereofthe Stockholder and the Individual shall, and in connection with any action proposed to be taken by written consent of the shareholders of Individual shall cause the CompanyStockholder to, such Shareholder shall, in each case to vote the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of Stockholder and the Purchase Agreement not being satisfied on or before the End Date, Individual hereunder and (iiiii) against any Alternative Acquisition Proposal (action or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postponepostpone or attempt to discourage the Merger, adversely affect or prevent including, but not limited to: (A) the consummation adoption by the Company of a proposal regarding (1) the acquisition of the Offer Company by merger, tender offer or otherwise by any person other than Newco or any designee thereof (a "Third Party"); (2) the other Transactionsacquisition by a Third Party of 10% or more of the assets of the Company and its Subsidiaries, including (x) any extraordinary corporate transaction, such taken as a merger, consolidation whole; (3) the acquisition by a Third Party of 10% or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries more of the Companyoutstanding shares of Company Common Stock; or (4) of the repurchase by the Company or any reorganization, recapitalization of its subsidiaries of 10% or liquidation more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (zC) any change in the present authorized capitalization management or board of directors of the Company Company; (D) any material change in the present capitalization or dividend policy of the Company; or (E) any amendment other material change in the Company's corporate structure or other change to the Company Organizational Documentsbusiness. Each Shareholder shall retain at all times of the right Stockholder and the Individual further agrees not to vote commit or agree to take any action inconsistent with the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to During the terms of this AgreementAgreement Period, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent Voting Stockholder undertakes that its Subject Shares are entitled to vote thereon: (a) appear at each such time as the Company conducts a meeting of, or otherwise seeks a vote or consent of, the Company Stockholders, the Voting Stockholder shall, or shall cause all such any Affiliate that is the holder of record on any applicable record date to, vote the Subject Shares to be counted beneficially owned by the Voting Stockholder as present thereat for purposes of determining a quorum, and (b) be present (the applicable record or consent date in person or by proxy) and vote (or cause to be voted)favor of, or deliver (or cause to be delivered) provide a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation adoption of the Merger Agreement and each of the other Transactions, (ii) against approval of any action proposal to adjourn or postpone any meeting of Company Stockholders to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held and (iii) any other matter necessary for consummation of the Transactions that is considered at any such meeting or is the subject of any such consent solicitation and (b) at each meeting of Company Stockholders and in connection with each consent solicitation, the Voting Stockholder shall, or shall cause any Affiliate that is the holder of record on any applicable record date to, vote the Subject Shares beneficially owned by the Voting Stockholder as of the applicable record or consent date against, and not provide consents with respect to, (i) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (ii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (iii) any action, proposal, transaction or agreement that would reasonably delay, prevent, frustrate, impede or interfere with the Merger or the other Transactions or result in the failure of any condition set forth in ARTICLE VII of the Merger Agreement to be expected to satisfied, and (Aiv) 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 the Company contained in under the Purchase Merger Agreement or of the Purchase Agreement Amendment, or of such Shareholder contained in Voting Stockholder under this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject No later than 11:59 pm Eastern Time on the date that is three (3) Business Days following the date hereof, Stockholder shall duly execute and deliver (or cause to be duly executed and delivered) to the terms Company the irrevocable Stockholder Written Consent attached to the Purchase Agreement as Exhibit E, which shall represent Stockholder’s vote of this Agreementall Subject Shares with respect to the matters contemplated thereby. Additionally, each Shareholder hereby irrevocably from and unconditionally agrees that, during after the time this Agreement is in effectdate hereof, at any annual or extraordinary general every meeting of the shareholders holders of Common Stock (the Company“Company Stockholders”), however called, including any and at every adjournment or postponement thereof, and in connection with thereof (or pursuant to any action proposed to be taken written consent if the Company Stockholders act by written consent in lieu of a meeting, including, for the shareholders avoidance of doubt, the CompanyStockholder Written Consent attached to the Purchase Agreement as Exhibit E), such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its voted the Subject Shares (ia) in favor of any proposal recommended by adopting and approving the Company Board that is intended to facilitate the consummation of Purchase Agreement, the Transactions, the matters contemplated by the Stockholder Written Consent, and the other actions contemplated by the Purchase Agreement and Related Agreements, (iib) against approval of any action proposal or agreement that would reasonably be expected to (A) result in a breach the conditions set forth in Section 7 of the Purchase Agreement not to be satisfied on or before the Outside Date, (c) against approval of any covenantproposal made in opposition to, representation or warranty or any other obligation or agreement of the Company contained in competition with, the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any consummation of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End DateTransactions, and (d) against the following actions (other than the Transactions): (i) any Strategic Transaction; (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) against any Alternative Acquisition Proposal material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of any proposal relating to an Alternative Acquisition ProposalAcquired Assets; (v) any change in a majority of the Company’s board of directors; and against (vi) any other proposed action, agreement or transaction involving the Company that action which would be reasonably be expected, likely to impede, interfere with, delay, postpone, prevent or adversely affect the Transactions or prevent the consummation of the Offer or the other Transactionsthis Agreement. Except as provided under this Section 1.1 and under Section 1.2 below, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder Stockholder shall retain at all times the right to vote the Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitation, limitation on any those matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to the Company’s shareholder generallyCompany Stockholders.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders holders of Company Common Stock (the “Company Stockholders”), however convened, called for the purpose of voting upon the adoption of the CompanyMerger Agreement and the approval of the transactions contemplated thereby, and at any other meeting of the Company Stockholders, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by the written consent of the shareholders of the CompanyCompany Stockholders, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) for purposes of calculating a quorum and vote (or cause to be voted), in person or deliver (or cause to be delivered) a written consent with respect toby proxy, all of its such Stockholder’s Subject Shares (to the fullest extent such Subject Shares are entitled to vote thereon) (a) in favor of (i) adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) approval of any proposal to adjourn, recess, delay or postpone any meeting of the Company Stockholders to a later date (but prior to termination of this Agreement), if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held and (iii) in favor of any proposal recommended by the Company Board that is intended to facilitate the other matter necessary for consummation of the Transactionstransactions contemplated by the Merger Agreement that is considered at any such meeting of the Company Stockholders; and (b) against (i) any Acquisition Proposal, (ii) against any action proposal made in opposition to, made in competition with, or agreement that would reasonably be expected to (A) result in a breach of any covenantof, representation or warranty the Merger Agreement, the Merger or any other obligation or agreement of transactions contemplated by the Company contained in the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed actionaction that is intended, agreement or transaction involving the Company that would reasonably be expected, to impede, prevent, interfere with, delay, postpone, discourage or adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company Merger or any reorganizationother transactions contemplated by the Merger Agreement or this Agreement. Except as explicitly set forth in this Section 1.1, recapitalization nothing in this Agreement shall limit the right of such Stockholder to vote (including by proxy or liquidation of the Company written consent, if applicable) in favor of, or (z) against or to abstain with respect to, any change in the present authorized capitalization of the Company or any amendment or other change matters presented to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyStockholders.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders stockholders of the Company, however Company called, including any and at every adjournment or postponement thereof, and or as part of or in connection with any action proposed to be taken by written consent in lieu of the shareholders meeting of stockholders of the Company, such Shareholder the Stockholders shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and vote (or cause to be voted)vote, or deliver (express consent or cause to be delivered) a written consent dissent with respect to, all of its the Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer) (i) in favor of (A) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date if there are not sufficient votes for the consummation approval and adoption of the TransactionsMerger Agreement on the date on which such meeting is held, and (ii) against (A) any action agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in Stockholder under this Agreement, Agreement or (By) result in the failure of any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End DateOffer Condition to be satisfied, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against in favor of any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer meeting of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretionstockholders, and without in connection therewith to execute any other limitation, on any matters documents reasonably requested by Parent that are at any time necessary or from time appropriate in order to time presented for consideration to effectuate the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to From and after the terms of this Agreementdate hereof and until the Expiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (i) in favor of (a) the Mergers, the Business Combination Agreement, the Ancillary Documents, any required amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and vote (b) collectively, the “Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted), consented or deliver (or cause to be deliveredapproved) a written consent with respect to, all of its such Requisite Shareholder’s Subject Shares (i) held at such time in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, foregoing; and (iiiii) against (a) any action Alternative Transaction and (b) any and all other proposals or agreement actions that would reasonably be expected to (Ax) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, postpone or adversely affect the Mergers, the Business Combination Agreement or prevent the consummation any of the Offer other Shareholder Approval Matters, or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer result in any of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries closing conditions of the Company) , Purchaser, or Pubco under the Business Combination Agreement not being satisfied, or otherwise result in a breach of any of the Company representations, warranties, covenants or any reorganization, recapitalization other obligations or liquidation agreements of the Company Company, Purchaser or (z) Pubco under the Business Combination Agreement; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any change other action, in each case to the present authorized capitalization of the Company or extent any amendment such vote, consent or other change action would preclude SEC registration of Pubco Shares being issued to holders of Company Shares as contemplated by the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyBusiness Combination Agreement.

Voting of Subject Shares. Subject At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the terms of this Agreement, each Shareholder hereby irrevocably Merger and unconditionally agrees that, during the time this Merger Agreement is sought, the Funds shall (and the Stockholder shall cause the Funds to) vote the Subject Shares in effect, at any annual or extraordinary general meeting favor of the shareholders Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals were to be sought by the solicitation of written consents. If requested by Newco and consented to by the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) Stockholder shall initiate a written consent with respect solicitation to approve the Merger and the Merger Agreement. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's or any Fund's vote, consent or other approval is sought, the Funds shall (and the Stockholder shall cause the Funds to, all of its ) vote the Subject Shares against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against ii), except with the prior written consent of Newco, any Alternative Acquisition Proposal (action or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postponepostpone or attempt to discourage the Merger or the Debt Offer, adversely affect or prevent including, but not limited to: (A) the consummation adoption by the Company of a proposal regarding (1) the acquisition of the Offer Company by merger, tender offer or otherwise by any person other than Newco or any affiliate thereof (a "Third Party"); (2) the other Transactionsacquisition by a Third Party of 15% or more of the assets of the Company and its subsidiaries, including (x) any extraordinary corporate transaction, such taken as a merger, consolidation or other business combination involving whole; (3) the Company (other acquisition by a Third Party of more than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries 20% of the Companyoutstanding shares of Company Common Stock; or (4) of the repurchase by the Company or any reorganization, recapitalization of its subsidiaries of 15% or liquidation more of the outstanding shares of Company Common Stock; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement, the Debt Offer or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock; (zC) any change in the present authorized capitalization management or board of directors of the Company Company; (D) any material change in the present capitalization or any amendment dividend policy of the Company; or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without (E) any other limitation, on any matters that are at any time or from time to time presented for consideration to material change in the Company’s shareholder generally's corporate structure or business. The Stockholder and the Funds further agree not to commit or agree to take any action inconsistent with the foregoing.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders stockholders of the Company, however Company called, including any and at every adjournment or postponement thereof, and in connection with such Stockholder shall, or shall cause the holder of record on any action proposed applicable record date to, vote the Subject Shares (to be taken by written consent the extent that any of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (anot purchased in the Offer) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of (A) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date if there are not sufficient votes for the consummation approval and adoption of the TransactionsMerger Agreement on the date on which such meeting is held, and (ii) against (A) any action agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in Stockholder under this Agreement, Agreement or (By) result in the failure of any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End DateOffer Condition to be satisfied, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against in favor of any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer meeting of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretionstockholders, and without in connection therewith to execute any other limitation, on any matters documents reasonably requested by Parent that are at any time necessary or from time appropriate in order to time presented for consideration to effectuate the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to the remaining terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectSection 1.01, at any annual or extraordinary general every meeting of the shareholders holders of the CompanyCompany Ordinary Shares, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Shareholder acts by written consent in lieu of a meeting), the shareholders of the Company, such Shareholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to: (a) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its the Shareholder’s Subject Shares in favor of (i) in favor approval of any proposal recommended the Merger Agreement, (ii) approval that the Merger will constitute a Business Combination, as defined by the Memorandum and Articles of Association of the Company Board that is intended and (iii) approval to facilitate obtain any and all other approvals necessary or advisable to effect the consummation of the TransactionsMerger (the proposals set forth in the foregoing clauses (i) through (iii) are referred to as the “Company Proposals”), (iv) any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Company Proposals, on the date on which such meeting is held, and (v) any other proposal included in the Proxy Statement in connection with, or related to, the consummation of the Merger for which the Company Board has recommended that the Company Shareholders vote in favor; and (b) refrain from (i) withdrawing (or modifying in any manner adverse to Parent), or proposing to withdraw (or modify in any manner adverse to Parent), the Shareholder’s support, including its vote in favor, of the Merger, (ii) against approving or proposing publicly to approve, any action Company Acquisition Transaction, (iii) approving or proposing to approve or voting in favor of allowing the Company to execute or enter into, any agreement related to a Company Acquisition Transaction, (iv) entering into any agreement, or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of principle requiring the Company contained in to impede, abandon, terminate or fail to consummate the Purchase transactions contemplated by the Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreementbreach its obligations thereunder, or (Bv) result in resolving or agreeing to do any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to Unless the terms Company Board (at the direction of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectIndependent Committee) or the Independent Committee has made a Change of Recommendation, at any annual or extraordinary general every meeting of the Company’s shareholders in connection with the Merger Agreement and/or any of the CompanyTransactions, however called, including any and at every adjournment or postponement thereof, and in connection with any on every action proposed to be taken or approval by written consent of the shareholders of the CompanyCompany in connection with the Merger Agreement and/or any of the Transactions, such each Shareholder shall, in each case to or shall cause the fullest extent that its holder of record of the Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorumon any applicable record date to, and (b) be present (in person or by proxy) or to participate and vote all ordinary shares of the Company which such Shareholder currently owns, beneficially or of record, or of which such Shareholder hereafter becomes the owner, beneficially or of record, or with respect to which such Shareholder otherwise directly or indirectly has or later obtains the power to direct the vote (or cause all such shares, referred to be votedherein as such Shareholder’s “Subject Shares”), or deliver (or cause in each case to be delivered) a written consent with respect to, all of its the extent that the Subject Shares are entitled to vote thereon or consent thereto, (ia) in favor of adoption of the Merger Agreement, the Plan of Merger, the Termination Agreement, the Equity Transfer Agreements and the Transactions and any other proposal as reasonably requested by Parent which is reasonably necessary for the consummation of the Transactions in accordance with the terms of the Merger Agreement, and (b) against any proposal recommended by the Company Board that is intended to facilitate which would in any material respect impede, interfere with, delay or prevent the consummation of the Transactions, (ii) against including any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating without regard to an Alternative the terms of such Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject to the terms of this Agreement, each The Shareholder hereby irrevocably and unconditionally agrees that, during from the time this Agreement is in effectdate hereof until the Expiration Time, (A) at any annual or extraordinary general every meeting of the shareholders holders of share capital of the Company, including, to the extent necessary, every meeting of the holders of any class or series of the share capital of the Company (including a subset thereof such as for purposes of granting a consent required to be obtained from the Preferred Majority or the Preferred Supermajority (as defined in the Company’s Articles of Association)) (the “Company Shareholders”), however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Company Shareholders are requested to act by written consent in lieu of a meeting), the shareholders of the Company, such Shareholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its the Shareholder’s Subject Shares (iincluding, for the avoidance of doubt, with respect to any and all class of share capital issued to the Shareholder as a result of exercise of any Company Warrants of Company Options) in favor of (i) the Merger Agreement, the Merger and the other Contemplated Transactions, and (ii) any other proposal recommended by included in the information statement, shareholders’ meeting agenda or any written consent provided to the Company Board that is intended to facilitate Shareholders in connection with, or related to, the consummation of the Transactions, Merger for which the Board of Directors of the Company has recommended that the Company Shareholders vote in favor; and (iib) against any (i) action or agreement (including, without limitation, any amendment of any agreement) that would reasonably be expected to (A) result in a breach of any covenant, representation agreement or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, and (ii) agreement (including, without limitation, any amendment of any agreement), amendment of the articles of association of the Company (or any Subsidiary of the Company) or other action that is intended or could reasonably be expected to (Bx) result in any of the conditions set forth in Annex I Sections 6, 7 and 8 of the Purchase Merger Agreement not being fulfilled or satisfied on a timely basis and in any event on or before prior to the End DateEffective Time or (y) prevent, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect delay or prevent postpone the timely consummation of the Offer Merger or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving transactions contemplated by the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyMerger Agreement.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Shareholder the Company Stockholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the CompanyCompany requested by the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within twenty four (24) hours, after the Company requests such Shareholder delivery), the Company Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) if a meeting is held, appear at each such meeting the meeting, in person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and the Company Stockholder shall vote or provide consent (b) or cause to be present (voted or consented), in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (a) (i) to approve and adopt the Business Combination Agreement and the Transactions, and (ii) in any other circumstances upon which a consent or other approval with respect to the Business Combination Agreement or the Transactions is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of the Company Stockholder’s Subject Shares held at such time in favor of the foregoing and (b) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Business Combination Agreement and the Transactions), and any other proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendmentintended, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to prevent, impede, interfere with, delay, postpone, postpone or adversely affect the Transactions in any material respect or prevent the consummation of the Offer or the other Transactions, including (x) would reasonably be expected to result in any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of ’s closing conditions or obligations under the Business Combination Agreement not being satisfied. The Company Stockholder shall not commit or any reorganization, recapitalization agree to vote or liquidation of give instructions with respect to its Subject Shares inconsistent with the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change foregoing that would be effective prior to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyExpiration Time.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time (a) For so long as this Agreement is in effect, at any annual or extraordinary general every meeting of the shareholders Stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with each Stockholder shall, or shall cause the holder of record on any action proposed applicable record date to, vote or to be taken by provide a written consent in respect of such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares have not been purchased in the Offer) against (i) any Acquisition Proposal or any proposal relating to any Acquisition Proposal, (ii) any merger (other than the Merger), consolidation or other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend, dissolution or liquidation of the shareholders Company or any of its Subsidiaries, (iii) to the extent submitted to a stockholder vote, any change in the business, management or Board of Directors of the Company (other than as directed by Parent or Merger Sub) or (iv) any other action, proposal or agreement that would (A) reasonably be expected to impede, interfere with, materially delay or postpone the Merger or the other transactions contemplated by the Merger Agreement, (B) result in any of the Offer Conditions or conditions to the Merger not being fulfilled or satisfied or (C) change in any manner the dividend policy or capitalization of, including the voting rights of any class of equity interests in, the Company. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02. In the event that any meeting of the Stockholders of the Company is held, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) holder of record on any applicable record date to, appear at each such meeting or otherwise cause all such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of determining establishing a quorum, and . (b) Such Stockholder hereby revokes (and agrees to cause to be present (revoked and to promptly communicate in writing notice of such revocation to the relevant proxy holder) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares. In furtherance of the agreements herein, each Stockholder hereby irrevocably grants to, and appoints, Parent and any person or persons designated in writing by proxyParent, and each of them individually, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all its Shares, or grant a consent or approval in respect of such Shares, or execute and deliver a proxy to vote such Shares, on the matters and in the manner specified in Section 1.02(a) (but not on any other matters). (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in Section 1.02(b) is given in connection with, and vote (in consideration of, the execution of the Merger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be voted), or deliver (or cause done by virtue hereof. Such irrevocable proxy is executed and intended to be delivered) a written consent irrevocable in accordance with respect to, all the provisions of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation Section 21.369 of the Transactions, TBOC until such time as this Agreement shall have been terminated in accordance with Section 4.04. (iid) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained As used in this AgreementSection 1.02, or (B) result in the term “Subject Shares” shall also include any unvested Company Restricted Shares as to which the related Stockholder has full voting rights notwithstanding the fact that such unvested Company Restricted Shares are subject to restrictions and/or risk of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyforfeiture.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with in respect to, of all of its Subject Shares Shares: (i) in favor of (a) the First Merger, the Business Combination Agreement, the Ancillary Documents, any proposal recommended by required amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company Board that is intended to facilitate the consummation of the Transactionsa later date, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of than as contemplated by the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Business Combination Agreement, or (B) result any material change in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to of the Company’s shareholder generallyOrganizational Documents or (y) the Company’s corporate structure or business; and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of the Pubco Shares being issued to holders of Company Securities as contemplated by the Business Combination Agreement.

Voting of Subject Shares. Subject to From and after the terms of this Agreementdate hereof and until the Expiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with in respect to, of all of its Subject Shares Shares: (i) in favor of (a) the Mergers, the Business Combination Agreement, the Ancillary Documents, any proposal recommended by required amendments to the Company’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Shareholder Approval Matters”), or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company Board that is intended to facilitate the consummation of the Transactions, a later date; (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of than as contemplated by the Company contained in the Purchase Business Combination Agreement or the Purchase Agreement Amendmentpursuant to that Reorganization Documents, or of such Shareholder contained any material change in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to of the Company’s shareholder generallyOrganizational Documents or (y) the Company’s corporate structure or business; and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of Pubco Securities being issued to holders of Company Shares as contemplated by the Business Combination Agreement.

Voting of Subject Shares. Each Supporting Holder holding Subject to the terms of this Agreement, each Shareholder Shares hereby irrevocably and unconditionally agrees that, during as promptly as practicable and in any event not later than two Business Days after the time Registration Statement is declared effective by the SEC, such Supporting Holder shall deliver to STPK a written consent in the form attached to the Merger Agreement (the “Written Consent”) voting all of the Subject Shares in favor of (i) the adoption of the Merger Agreement, (ii) the approval of the transactions contemplated by the Merger Agreement (including the Merger) and (iii) the Senior Preferred Conversion. Each Supporting Holder covenants and agrees that, prior to the termination of this Agreement is in effectAgreement, such Supporting Holder will at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company (and at any adjournment or postponement thereof), however called, and in connection with any action proposed to be taken written actions by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to Supporting Holder shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes voted (including via proxy): (a) in favor of determining a quorumthe Merger and the transactions contemplated by the Merger Agreement (including the Senior Preferred Conversion), and any action in furtherance of any of the foregoing; and (b) be present against the following actions (other than the Merger and actions in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all furtherance of its Subject Shares the Merger): (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (other than the Offer or the other Transactions), (yii) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or and its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole; (ziii) any material change in the present authorized capitalization of the Company or the Company’s corporate structure; (iv) any change in a majority of the board of directors of the Company; (v) any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallycertificate of incorporation or bylaws which is intended, or would reasonably be expected, to prohibit, impede, interfere with, discourage, delay or otherwise adversely affect the Merger; and (vi) any other action, proposal, agreement or transaction which is intended, or would reasonably be expected, to prohibit, impede, interfere with, discourage, delay or otherwise adversely affect the Merger.

Voting of Subject Shares. Subject to From the terms period commencing with the execution and delivery of this Agreement, each Shareholder hereby irrevocably Agreement and unconditionally agrees that, during continuing until the time this Agreement is in effectExpiration Date, at any annual or extraordinary general every meeting of the shareholders stockholders of the CompanyCompany called with respect to any of the following, however called, including any and at every adjournment or postponement thereof, and in connection with any on every action proposed to be taken or approval by written consent of the shareholders stockholders of the CompanyCompany with respect to any of the following, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Stockholder shall vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver voted the Subject Shares: (or cause to be delivereda) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation adoption of the TransactionsMerger Agreement and the approval of the transactions contemplated thereby, including the Merger, and any actions required in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone such stockholders meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement, and (iii) against any other action or agreement that is not recommended by the Board of Directors of the Company (acting upon the recommendation of Special Committee) and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (B) result in any of the conditions set forth in Annex I to the consummation of the Purchase Merger under the Merger Agreement not being satisfied on fulfilled, or before the End Date(C) impede, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impedefrustrate, interfere with, delay, postpone, postpone or adversely affect or prevent the consummation Merger and the other transactions contemplated by the Merger Agreement (it being agreed that this clause (a) may be enforced by Parent); and (b) in the event that the Merger Agreement is terminated in accordance with Section 8.3(a) thereof in order to concurrently enter into an Alternative Acquisition Agreement that constitutes a Superior Proposal which provides for cash consideration of no less than $42.00 per share, in favor of the Offer or adoption of such Alternative Acquisition Agreement and the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving approval of the transactions contemplated thereby if recommended to the stockholders by the Board of Directors of the Company (acting upon the recommendation of the Special Committee) in the same proportion as the number of Shares owned by Unaffiliated Stockholders (as defined below) that are voted in favor of the adoption of such Alternative Acquisition Agreement and the approval of the transactions contemplated thereby bears to the total number of Shares voted by Unaffiliated Stockholders and, in favor of any other than matter with respect to such Alternative Acquisition Agreement and the Offer or approval of the other Transactions), (y) transactions contemplated thereby that is submitted for a sale, lease, license or transfer vote of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries stockholders of the Company, if recommended by the Board of Directors of the Company (acting upon the recommendation of the Special Committee), in the same proportion as the number of Shares owned by Unaffiliated Stockholders that are voted in favor of such matter bears to the total number of Shares voted by Unaffiliated Stockholders; provided that, in each case, in lieu of voting in such proportion, each Stockholder may, in his or its sole discretion, vote or cause to be voted all (or an amount between such proportion and all) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right Subject Shares that such Stockholder is entitled to vote the Subject Shares in such Shareholder’s sole discretion, and without favor of any other limitation, on any matters that are at any time or from time matter referred to time presented for consideration to the Company’s shareholder generallyin this Section 1(b).

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at (i) At any meeting (whether annual or extraordinary general meeting special, and whether or not an adjourned or postponed meeting) of the shareholders stockholders of the CompanyDel Monte, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders stockholders of the CompanyDel Monte, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted)upon, or deliver (or cause to be delivered) a written consent with respect toto (A) the Share Issuance and/or (B) the adoption of the Amended and Restated Certificate of Incorporation, or in any other circumstances upon which a vote or other approval with respect to (A) the Share Issuance and/or (B) the adoption of the Amended and Restated Certificate of Incorporation is sought, such Stockholder shall vote all of its Subject Shares and Voting Shares in favor of (A) the Share Issuance and (B) the adoption of the Amended and Restated Certificate of Incorporation, as applicable, or any other actions necessary or desirable in furtherance of the Merger and the Merger Agreement and the transactions contemplated thereby. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals were to be sought by the solicitation of written consents. (ii) At any meeting of stockholders of Del Monte or at any adjournment thereof or in any other circumstances upon which such Stockholder's vote, consent or other approval is sought, such Stockholder shall vote all Subject Shares and Voting Shares against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Del Monte or Merger Sub under the Company contained Merger Agreement and (ii) except with the prior written consent of Heinz, any action or agreement that would adversely affect or delay the Merger in the Purchase Agreement or the Purchase Agreement Amendmentany respect including, or of such Shareholder contained in this Agreement, or but not limited to: (A) any Del Monte Acquisition Proposal; (B) result any amendment of Del Monte's certificate of incorporation or amended and restated by-laws other than as specifically contemplated by the Merger Agreement, any other proposal, action or transaction involving Del Monte or any of its Subsidiaries, which amendment or other proposal, action or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the conditions set forth other transactions contemplated by the Merger Agreement or change in Annex I any manner the voting rights of the Purchase Agreement not being satisfied on or before the End Date, and any class of Del Monte's capital stock; (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (zC) any change in the present authorized capitalization Persons who constitute the board of directors of Del Monte that is not approved in advance by at least a majority of the Company Persons who were directors of Del Monte as of the date of this Agreement (or their successors who were so approved); (D) any amendment material change in the present capitalization or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without dividend policy of Del Monte or Merger Sub; or (E) any other limitation, on material change in Del Monte's corporate structure or business that would adversely affect or delay the Merger in any matters that are at respect. Such Stockholder further agrees not to commit or agree to take any time or from time to time presented for consideration to action inconsistent with the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby Each Stockholder irrevocably and unconditionally agrees that, during the time this Agreement is in effectthat such Stockholder shall, at any meeting (whether annual or extraordinary general meeting special and whether or not an adjourned or postponed meeting) of the shareholders holders of the Companyshares of Common Stock, however calledcalled (each, including any adjournment a “Seller Stockholder Meeting”): (a) be present, in person or postponement thereofrepresented by proxy, and in connection with any action proposed or otherwise cause such Stockholder’s Subject Shares to be taken by written consent counted for purposes of determining the shareholders presence of the Company, a quorum at such Shareholder shall, in each case meeting (to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to may be counted as present thereat for quorum purposes of determining a quorum, and under applicable Law); and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause ) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be delivered) a written consent with respect to, all voted at the time of its Subject Shares any vote: (i) in favor of (1) adopting the Purchase Agreement, (2) without limitation of the preceding clause (1), the approval of any proposal recommended to adjourn or postpone the Seller Stockholder Meeting to a later date if there are not sufficient votes for adoption of the Purchase Agreement on the date on which the Seller Stockholder Meeting is held and (3) any other matter necessary for consummation of the transactions contemplated by the Company Board Purchase Agreement, which is considered at any such Seller Stockholder Meeting; and (ii) against (1) any action (including any amendment to Seller’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that is intended would reasonably be expected to facilitate frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the Transactionstransactions contemplated by the Purchase Agreement, (ii2) against any Takeover Proposal and any action in furtherance of any Takeover Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by Seller, or any other extraordinary transaction involving Seller (other than the Sale), (4) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase such Stockholder under this Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii5) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, proposal, transaction or agreement or transaction involving the Company that would reasonably be expectedexpected to result in the failure of any condition to the Sale to be satisfied; and (c) for so long as this Agreement remains in effect, not to impede, interfere with, delay, postpone, adversely affect deliver (or prevent the consummation cause to be delivered) a written consent in favor of the Offer or the other Transactions, including matters set forth in clauses (x1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company through (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company5) of the Company or any reorganization, recapitalization or liquidation of the Company or (zSection 1.1(b)(ii) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyabove.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at At any annual or extraordinary general meeting of the shareholders of the CompanyCompany called to adopt or approve any of the transactions set forth in the Agreement and Plan of Merger substantially in the form attached hereto as Annex I, however calledwhich shall be subject to such changes or modifications in terms as the Company and its board of directors shall determine to be necessary or advisable (the “Transactions”) or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions or any other transaction contemplated by the Transactions is sought, and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder each Holder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) holder of record on any applicable record date to, appear at each such meeting or otherwise cause all such Holder’s Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and (b) be present (in person or by proxy) quorum at any such meeting of the Company’s shareholders and vote such Holder’s Subject Shares, (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (iA) in favor of (i) the adoption and approval of such Transactions being voted upon and any proposal recommended by transactions contemplated thereunder (the Company Board that is intended to facilitate the consummation of the “Subject Transactions”), and (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Subject Transactions on the date on which such meeting is held, (B) against (i) any action or agreement which would in any material respect impede, interfere with or prevent the Subject Transactions, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (as defined below), or any other proposal of any Person to acquire the Company or all or substantially all of the assets thereof, or (ii) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in the failure of any conditions contained in any of the definitive documentation related to the Subject Transactions or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in Holder under this Agreement, or and/or (BC) result in any favor of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or the other Subject Transactions, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries meeting of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyshareholders.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each the Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the CompanyCompany requested by the board of directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company requests such delivery; but in no event prior to the time when the Proxy/Registration Statement has become effective), the Requisite Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) if a meeting is held, attend and appear at each such meeting the meeting, in person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and the Requisite Shareholder shall vote, or cause to be voted, all of the Subject Shares to which the Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or (b) if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be present voted or so consented or approved), in respect of all of its Subject Shares: (i) to approve and adopt the Business Combination Agreement and the Transactions, (ii) in person any other circumstances upon which a vote, consent or by proxy) and vote other approval with respect to the Business Combination Agreement or the Transactions is sought, to vote, consent or approve (or cause to be voted), consented or deliver (or cause to be deliveredapproved) a written consent with respect to, all of its the Requisite Shareholder’s Subject Shares (i) held at such time in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Dateforegoing, and (iii) to vote against and withhold consent with respect to any Alternative Acquisition Proposal merger, purchase or divestiture of all or substantially all of the Company’s assets or other business combination transaction (or any proposal relating to an Alternative Acquisition Proposal) other than the Business Combination Agreement and against the Transactions), and any other proposed actionproposal that is intended, agreement or transaction involving the Company that would reasonably be expected, to prevent, impede, interfere with, delay, postpone, postpone or adversely affect the Transactions in any material respect or prevent the consummation would reasonably be expected to result in any of the Offer closing conditions of SPAC, the Company, PubCo, the Company Merger Sub or the other TransactionsSPAC Merger Sub under the Business Combination Agreement not being satisfied, including (x) or otherwise result in a breach of any extraordinary corporate transactionof the representations, such as a mergerwarranties, consolidation covenants or other business combination involving obligations or agreements of SPAC, the Company, PubCo, the Company (other than the Offer Merger Sub or the SPAC Merger Sub; provided, however, that the Requisite Shareholder shall not be required to vote or provide consent or take any other Transactions)action, (y) a salein each case to the extent any such vote, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment consent or other change action would preclude SEC registration of PubCo Ordinary Shares being issued to holders of Company Shares as contemplated by the Business Combination Agreement. The Requisite Shareholder shall not take or omit to take, or commit or agree to take or omit to take, any action inconsistent with the foregoing that would be effective prior to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyExpiration Time.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) At every meeting of the shareholders of Company Stockholders called during the CompanyVoting Period, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of thereof during the shareholders of the CompanyVoting Period, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) holder of record on any applicable record date to, appear at each such meeting or otherwise cause all such Stockholder’s Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and (b) be present (in person or by proxy) quorum at any such meeting of Company Stockholders and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its such Stockholder’s Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer) (the “Vote Shares”) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereby, and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date, if there are not sufficient votes for the consummation adoption and approval of the TransactionsMerger Agreement and the transactions contemplated thereby or such other transaction on the date on which such meeting is held, (ii) against (A) any action Acquisition Proposal or (B) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach of the Merger Agreement by the Company or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and/or (iii) in favor of any other matter expressly contemplated by the Merger Agreement and necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company contained in Stockholders. For the Purchase Agreement or the Purchase Agreement Amendment, or purposes of such Shareholder contained in this Agreement, or (B) result in “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of the conditions set forth in Annex I of the Purchase this Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating pursuant to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallySection 5.2 hereof.

Voting of Subject Shares. Subject to From and after the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectdate hereof, at any annual or extraordinary general every meeting of the shareholders holders of Parent Common Stock (the Company“Parent Stockholders”), however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Parent Stockholders act by written consent in lieu of a meeting), the shareholders of the Company, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its the Subject Shares (ia) in favor of (i) the approval of the Merger Agreement, (ii) the approval of the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of the Company pursuant to the terms of the Merger Agreement, (iii) if deemed necessary, the adoption of an amendment to Parent’s certificate of incorporation to effect the Parent Reverse Stock Split, (iv) any proposal recommended by to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement and the Contemplated Transactions, including the issuance of shares of Parent Common Stock to the stockholders of the Company Board pursuant to the terms of the Merger Agreement, on the date on which such meeting is held, and (v) any other proposal included in the Proxy Statement that is intended would reasonably be expected to facilitate the consummation of the Transactions, Merger for which the Parent Board has recommended that the Parent Stockholders vote in favor and (b) against (i) any competing Acquisition Proposal with respect to Parent and (ii) against any action action, proposal, agreement, transaction or agreement proposed transaction that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or prevent the consummation any of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Contemplated Transaction (other than as expressly contemplated by the Offer Merger Agreement or the other TransactionsParent Disclosure Schedule), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject to 2.1 AGREEMENT TO VOTE SUBJECT SHARES. From the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time date hereof until this Agreement is in effectterminated pursuant to Section 6.2, at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), and in connection with any action proposed to be taken in respect of the adoption of the Merger Agreement by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Stockholder will vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be votedvoted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), or deliver (and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause to be deliveredvoted (including by written consent, if applicable) a written consent with respect to, all of its such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" means any (ia) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the TransactionsAcquisition Transaction, (iib) against any proposal or action or agreement that would reasonably be expected to (A) result in a breach of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company contained set forth in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (Bc) result in any of the conditions set forth in Annex I of following actions (other than the Purchase Agreement not being satisfied on or before Offer, the End Date, Merger and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including transactions contemplated by the Merger Agreement): (xi) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (other than the Offer or the other Transactions), (yii) a sale, lease, license lease or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any one of its subsidiaries, or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.iii)

Voting of Subject Shares. Subject to From and after the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectdate hereof, at any annual or extraordinary general every meeting of the shareholders holders of Company Shares (the Company“Company Stockholders”), however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Company Stockholders act by written consent in lieu of the shareholders of the Companya meeting), such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its voted the Subject Shares (ia) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Company Stockholder Matters and the other actions contemplated by the Merger Agreement, (b) against approval of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I Sections 6 or 7 of the Purchase Merger Agreement not being to be satisfied on or before the End Date, and (iiic) against any Alternative Acquisition Proposal (or approval of any proposal relating to an Alternative Acquisition Proposal) and against any other proposed actionmade in opposition to, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere in competition with, delay, postpone, adversely affect the Merger Agreement or prevent the consummation of the Offer or Merger, and (d) against the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company following actions (other than the Offer Merger and the other Contemplated Transactions): (i) any Acquisition Proposal; (ii) any amendment to the Company’s certificate of incorporation or bylaws, other than as set forth in the Company Stockholder Matters or as may be necessary to affect the allocation of Parent Shares among the Company Stockholders pursuant to the Merger Agreement; (iii) any material change in the capitalization of the Company or the other Transactions), Company’s corporate structure; (yiv) a any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or Company; (zv) any change in the present authorized capitalization a majority of the Company Board, other than changes contemplated by the Merger Agreement; and (vi) any other action which would be reasonably likely to impede, interfere with, delay, prevent or adversely affect the Merger or any amendment of the Contemplated Transactions or other change to the Company Organizational Documentsthis Agreement. Each Shareholder Except as provided under this Section 1.1 and under Section 1.2 below, Stockholder shall retain at all times the right to vote the Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitation, limitation on any those matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to the Company’s shareholder generallyCompany Stockholders.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company (or any adjournment or postponement thereof) related to the Transactions, and in connection with any action proposed to be taken by written consent of the shareholders of the Company related to the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and (b) be present (in person such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or by proxy) shared voting power and vote is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be voted), voted or deliver (so consented or cause to be deliveredapproved) a written consent with in respect to, of all of its Subject Shares Shares: (i) in favor of (a) the Acquisition Merger, the Business Combination Agreement, the Ancillary Agreements, any proposal recommended required amendments to the Governing Documents of the Company, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement or as necessary or reasonably requested by the Company Board that is intended to facilitate the and/or Pubco for consummation of the TransactionsTransactions (clauses (a) and (b) collectively, the “Shareholder Approval Matters”), or, if at a meeting of the shareholders of the Company there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenantopposition to, representation or warranty or any other obligation or agreement of than as contemplated by the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Business Combination Agreement, or (B) result any material change in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to of the Governing Documents of the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to (y) the Company’s shareholder generallycorporate structure or business; and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of the Pubco Ordinary Shares being issued to holders of Company Ordinary Shares as contemplated by the Business Combination Agreement.

Voting of Subject Shares. Subject to 2.1 AGREEMENT TO VOTE SUBJECT SHARES. From the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time date hereof until this Agreement is in effectterminated pursuant to Section 6.2, at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company called to consider and vote upon the adoption of the Merger Agreement (and at any adjournment or postponement and all postponements and adjournments thereof), and in connection with any action proposed to be taken in respect of the adoption of the Merger Agreement by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Stockholder will vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be votedvoted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), or deliver (and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause to be deliveredvoted (including by written consent, if applicable) a written consent with respect to, all of its such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" means any (ia) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the TransactionsAcquisition Transaction, (iib) against any proposal or action or agreement that would reasonably be expected to (A) result in a breach of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company contained set forth in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Merger Agreement, or (Bc) result in any of the conditions set forth in Annex I of following actions (other than the Purchase Agreement not being satisfied on or before Offer, the End Date, Merger and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including transactions contemplated by the Merger Agreement): (xi) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (other than the Offer or the other Transactions), (yii) a sale, lease, license lease or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any one of its Subsidiaries, or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.iii)

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the its Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

Voting of Subject Shares. Subject (a) Prior to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectTermination Date, at any annual or extraordinary general every meeting of the shareholders holders of Common Stock (the “Seller Stockholders”), however convened, at which any of the Company, however called, including any adjournment following matters is considered or postponement thereofvoted upon, and in connection with any on every action proposed to be taken or approval by written consent of the shareholders Seller Stockholders with respect to any of the Companyfollowing matters, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to Stockholder shall vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or including by proxy) and or give written consent, or cause the holder of record on any applicable record date to vote (including by proxy) or cause to be voted)give written consent, or deliver (or cause to be delivered) a written consent with respect toto the Subject Shares, all other than any Excess Shares (as defined in the Voting Agreement, dated as of its Subject Shares September 6, 2019, by and between Stockholder and Seller (the “Existing Voting Agreement”)): (i) in favor of any proposal recommended authorizing or approving the Transaction and the other transactions contemplated by the Company Board that is intended to facilitate the Purchase Agreement; (ii) in favor of any other matter necessary for consummation of the Transactionstransactions contemplated by the Purchase Agreement; (iii) in favor of any proposal to adjourn a meeting of the Seller Stockholders to solicit additional votes, proxies or written consents in favor of authorizing or approving the Transaction; and (iv) against (1) any Acquisition Agreement (other than the Purchase Agreement), (ii2) against any Acquisition Proposal (including any Superior Proposal), without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to the Transaction or in competition or inconsistent with the transactions contemplated by the Purchase Agreement, (3) any action or agreement that would reasonably be expected to (A) result in (x) a breach of or failure to perform, in any covenantmaterial respect, representation or warranty or any other obligation representation, warranty, covenant or agreement of the Company contained in Seller under the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (By) result in any of the conditions set forth in Annex I Article VI of the Purchase Agreement not being satisfied on satisfied, (4) except as expressly contemplated by the Purchase Agreement or before approved in writing by Purchaser, any action that would change in any manner the End Datecapitalization of Seller, including the voting rights of any stockholder of Seller, and (iii5) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company proposal that is intended to, or would reasonably be expectedexpected to, to impedeprevent or materially delay, impede or interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or transactions contemplated by the other TransactionsPurchase Agreement, including the Transaction; in each case, subject to the terms of Section 1.3 of this Agreement. (xb) Prior to the Termination Date, Stockholder shall be present, in person or by proxy, or cause the holder of record to be present, in person or by proxy, at all meetings of the Seller Stockholders at which any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving of the Company (other than matters referred to in Section 1.1(a) is to be voted upon so that all Subject Shares are counted for the Offer or purposes of determining the other Transactions), (y) a sale, lease, license or transfer presence of a material amount quorum at such meetings. (c) Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall limit the right of assets Stockholder to vote (includingincluding by proxy or written consent, for if applicable) in favor of or against, or to abstain with respect to, any other matters presented to the avoidance Seller Stockholders. (d) Nothing in this Agreement shall limit the right of doubt, Company Intellectual Property Rights and capital stock Stockholder or Seller or any of Subsidiaries their respective proxies from voting any Excess Shares in accordance with the terms of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, Existing Voting Agreement on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallySeller Stockholders.

Voting of Subject Shares. Subject to the remaining terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effectSection 1.01, at any annual or extraordinary general every meeting of the shareholders holders of the CompanyCompany Ordinary Shares, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed thereof (or pursuant to be taken a written consent if the Shareholder acts by written consent in lieu of a meeting), the shareholders of the Company, such Shareholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes holder of determining a quorumrecord on any applicable record date to, and (b) be present (in person or by proxy) and to: (a) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its the Shareholder’s Subject Shares in favor of (i) in favor approval of any proposal recommended the Merger Agreement, (ii) approval that the Merger will constitute a Business Combination, as defined by the Memorandum and Articles of Association of the Company Board that is intended and (iii) approval to facilitate obtain any and all other approvals necessary or advisable to effect the consummation of the TransactionsMerger (the proposals set forth in the foregoing clauses (i) through (iii) are referred to as the “Company Proposals”), (iv) any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Company Proposals, on the date on which such meeting is held, and (v) any other proposal included in the Proxy Statement in connection with, or related to, the consummation of the Merger for which the Company Board has recommended that the Company Shareholders vote in favor; and ​ (b) refrain from (i) withdrawing (or modifying in any manner adverse to Parent), or proposing to withdraw (or modify in any manner adverse to Parent), the Shareholder’s support, including its vote in favor, of the Merger, (ii) against approving or proposing publicly to approve, any action Company Acquisition Transaction, (iii) approving or proposing to approve or voting in favor of allowing the Company to execute or enter into, any agreement related to a Company Acquisition Transaction, (iv) entering into any agreement, or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of principle requiring the Company contained in to impede, abandon, terminate or fail to consummate the Purchase transactions contemplated by the Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreementbreach its obligations thereunder, or (Bv) result in resolving or agreeing to do any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s 's sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s 's shareholder generally.

Voting of Subject Shares. Subject to Hereafter until the terms of this AgreementExpiration Time, each Requisite Shareholder hereby unconditionally and irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including Company or Plus Holdings (or any adjournment or postponement thereof), and in connection with any action proposed to be taken by written consent of the shareholders of the CompanyCompany or Plus Holdings requested by the Company Board or Plus Holdings Board or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company or Plus Holdings, as applicable, requests such delivery), such Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting person or by proxy, or otherwise cause all such its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Shareholder shall vote all of the Subject Shares to which such Requisite Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (b) or cause to be present (voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (a) (i) to approve and vote adopt the Merger Agreement, the Plan of Merger, the Transactions and the adoption by the Company and/or Plus Holdings of an employee stock ownership plan and (ii) in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Plan of Merger, the Transactions or the adoption by the Company and/or Plus Holdings of an employee stock ownership plan is sought, to vote, consent or approve (or cause to be voted), consented or deliver approved) all of such Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing and (or cause to be deliveredb) a written against and withhold consent with respect toto any merger, purchase or divestiture of all or substantially all of its Subject Shares the Company’s or Plus Holdings’s assets or other business combination transaction (i) in favor of other than the Merger Agreement and the Transactions), and any other proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendmentintended, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to prevent, impede, interfere with, delay, postpone, postpone or adversely affect the Transactions in any material respect or prevent the consummation would reasonably be expected to result in any of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries closing conditions of the Company) , Plus Holdings, PubCo, First Merger Sub, or Second Merger Sub under the Merger Agreement not being satisfied, or otherwise result in a breach of any of the Company representations, warranties, covenants or any reorganization, recapitalization other obligations or liquidation agreements of the Company Company, Plus Holdings, PubCo, First Merger Sub, or (z) Second Merger Sub; provided, however, that such Requisite Shareholder shall not be required to vote or provide consent or take any change other action, in each case to the present authorized capitalization of the Company or extent any amendment such vote, consent or other change action would preclude SEC registration of PubCo Shares being issued to holders of Plus Holdings Shares as contemplated by the Merger Agreement. No Requisite Shareholder shall take or omit to take, or commit or agree to take or omit to take any action inconsistent with the foregoing that would be effective prior to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyExpiration Time.

Voting of Subject Shares. Subject to (a) From and after the terms date of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general every meeting of the shareholders holders of Company Capital Stock (the Company“Voting Stockholders”), however called, including any and at every adjournment or postponement thereofthereof (or, and in connection with any action proposed if applicable, pursuant to be taken a written consent if the Voting Stockholders act by written consent in lieu of a meeting), the shareholders Stockholder will, or will cause the holder of the Companyrecord on any applicable record date to, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and to vote (or cause to be voted)or, or deliver (or cause to be delivered) in the case of any action by written consent in lieu of a meeting, execute a written consent with in respect to, of) all of its the Stockholder’s Subject Shares (ia) in favor of any proposal recommended (i) adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Company Board that is intended to facilitate the consummation of the TransactionsMerger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held, and (iii) any other matter necessary to consummate the transactions contemplated by the Merger Agreement that are considered and voted upon by the Voting Stockholders;, (b) against any action Acquisition Proposal and (c) against any action, proposal, transaction or agreement that that, to the knowledge of Stockholder, would reasonably be expected to (A1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Company/Parent contained in the Purchase Agreement or the Purchase Agreement AmendmentMerger Agreement, or of such Shareholder Stockholder contained in this Agreement, or (B2) result prevent, materially impede or materially delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger. (b) Notwithstanding Section 1.1(a), in any the event of a Change in Recommendation made in compliance with the conditions Merger Agreement, the obligation of Stockholder to vote Subject Shares as to which Stockholder controls the right to vote in the manner set forth in Annex I Section 1.1(a) shall be modified such that: (i) Stockholder shall vote (or cause to be voted), in person or by proxy 95% of the Purchase Agreement not being satisfied on Subject Shares (the “Committed Restricted Shares”) as provided in Section 1.1(a); and (ii) Stockholder, in his, her or before the End Dateits sole discretion, and (iii) against any Alternative Acquisition Proposal may vote (or any proposal relating cause to an Alternative Acquisition Proposal) and against any other proposed actionbe voted), agreement in person or transaction involving the Company that would reasonably be expectedby proxy all of his, to impede, interfere with, delay, postpone, adversely affect her or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company its Subject Shares (other than the Offer or the other Transactions), (yCommitted Restricted Shares) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or in any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallymanner Stockholder chooses.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general At every meeting of the shareholders stockholders of the Company, however Company called, including any and at every adjournment or postponement thereof, and in connection with such Stockholder shall, or shall cause the holder of record on any action proposed applicable record date to, vote the Subject Shares (to be taken by written consent the extent that any of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: not purchased in the Offer) (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of (i) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (ii) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date if there are not sufficient votes for the consummation approval and adoption of the TransactionsMerger Agreement on the date on which such meeting is held, (b) against (i) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (ii) against any action liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (iii) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (iv) any action, proposal, transaction or agreement that would reasonably be expected to result in (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Purchase Merger Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in Stockholder under this Agreement, Agreement or (B) result in the failure of any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End DateOffer Condition to be satisfied, and (iiic) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against in favor of any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer meeting of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretionstockholders, and without in connection therewith to execute any other limitation, on any matters documents reasonably requested by Parent that are at any time necessary or from time appropriate in order to time presented for consideration to effectuate the Company’s shareholder generallyforegoing.

Voting of Subject Shares. Each Supporting Holder holding Subject to the terms of this Agreement, each Shareholder Shares hereby irrevocably and unconditionally agrees that, during as promptly as practicable and in any event not later than three (3) Business Days after the time Registration Statement is declared effective by the SEC, such Supporting Holder shall deliver to STPC a written consent in the form attached to the Merger Agreement (the “Written Consent”) voting all of the Subject Shares in favor of (i) the adoption of the Merger Agreement, (ii) the approval of the transactions contemplated by the Merger Agreement (including the Merger) and (iii) the Preferred Conversion. Each Supporting Holder covenants and agrees that, prior to the termination of this Agreement is in effectAgreement, such Supporting Holder will at any annual or extraordinary general meeting of the shareholders stockholders of the Company, however called, including Company (and at any adjournment or postponement thereof), however called, and in connection with any action proposed to be taken written actions by written consent of the shareholders stockholders of the Company, such Shareholder shall, in each case to Supporting Holder shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes voted (including via proxy): (a) in favor of determining a quorumthe Merger and the transactions contemplated by the Merger Agreement (including the Preferred Conversion), and any action in furtherance of any of the foregoing; and (b) be present against the following actions (other than the Merger and actions in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all furtherance of its Subject Shares the Merger): (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Company; (other than the Offer or the other Transactions), (yii) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company or and its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole; (ziii) any material change in the present authorized capitalization of the Company or the Company’s corporate structure; (iv) any change in a majority of the board of directors of the Company; (v) any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallycertificate of incorporation or bylaws which is intended, or would reasonably be expected, to prohibit, impede, interfere with, discourage, delay or otherwise adversely affect the Merger; and (vi) any other action, proposal, agreement or transaction which is intended, or would reasonably be expected, to prohibit, impede, interfere with, discourage, delay or otherwise adversely affect the Merger.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby Stockholder irrevocably and unconditionally agrees thatthat Stockholder shall, during and the time this Agreement is in effectSignificant Holders shall cause Stockholder to, at (x) not call, or cause the Company to call, any annual or extraordinary general special meeting of the shareholders holders of the Company, however called, including Shares (or any adjournment thereof) and (y) at any meeting (whether annual or postponement thereof, special and in connection with whether or not an adjourned or postponed meeting) or any action proposed to be taken by written consent without a meeting of the shareholders holders of the CompanyShares, such Shareholder shallhowever called (each, a "Company Stockholders Meeting"): (a) be present, in each case person or represented by proxy, or otherwise cause the Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to may be counted as present thereat for quorum purposes of determining a quorum, and under applicable Law); and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause ) with respect to all Subject Shares to the fullest extent that such Subject Shares are entitled to be delivered) a written consent with respect to, all voted at the time of its Subject Shares any vote: (i) in favor of (1) the adoption of the Merger Agreement, (2) without limitation of the preceding clause (1), the approval of any proposal recommended by to adjourn or postpone the Company Board Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held and (3) any other matter that is intended could be reasonably expected to facilitate be in furtherance thereof submitted for a vote of the Company's stockholders, including, without limiting any of the foregoing obligations; and (ii) against (1) any action (including any amendment to the Company's certificate of incorporation or bylaws, as in effect on the date hereof), agreement, understanding or transaction that Stockholder or a Significant Holder knows would or otherwise would reasonably be expected to, frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay, postpone or adversely affect the consummation of the Transactionstransactions contemplated by the Merger Agreement, (ii2) against any change in the majority of the board of directors of the Company, (3) any change in the capitalization of the Company or the Company's corporate structure, (4) any Acquisition Proposal and any action with the intention to further any Acquisition Proposal, (5) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation, sale of a material amount of assets, winding up of or agreement that would reasonably be expected by the Company or any other extraordinary transaction involving the Company (other than the Merger), (6) any action, proposal, transaction or agreement, in each case, with the intention to (A) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Stockholder or the Company contained in the Purchase Significant Holders under this Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Company under the Merger Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, ; and (iii7) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, proposal, transaction or agreement or transaction involving the Company that would reasonably be expectedexpected to result in the failure of any condition to the Merger to be satisfied. (c) for so long as this Agreement remains in effect, not to impede, interfere with, delay, postpone, adversely affect deliver (or prevent the consummation cause to be delivered) a written consent in favor of the Offer or the other Transactions, including matters set forth in clauses (x1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company through (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company7) of the Company or any reorganization, recapitalization or liquidation of the Company or (zSection 1.1(b)(ii) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyabove.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time (a) For so long as this Agreement is in effect, at any annual or extraordinary general every meeting of the shareholders Stockholders of the CompanyCompany called for such purpose, however called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder each Stockholder shall, in each case or shall cause the holder of record on any applicable record date to, vote or to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) provide a written consent with in respect to, all of its such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares have not been purchased in the Offer) against (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Competing Proposal (or any proposal relating to an Alternative Acquisition any Competing Proposal, (ii) and against any merger (other proposed actionthan the Merger), agreement consolidation or transaction other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend, dissolution or liquidation of the Company or any of its Subsidiaries, (iii) to the extent submitted to a stockholder vote, any change in the business, management or Board of Directors of the Company (other than as directed by Parent or Purchaser) or (iv) any other action, proposal or agreement that would (A) reasonably be expected, to impede, interfere with, delaymaterially delay or postpone the Merger and the other transactions contemplated by the Xxxxxx Xxxxxxxxx, postpone, adversely affect or prevent the consummation (X) result in any of the Offer Conditions or conditions to the other TransactionsMerger not being fulfilled or satisfied or (C) change in any manner the dividend policy or capitalization of, including (x) the voting rights of any extraordinary corporate transactionclass of equity interests in, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder Stockholder shall retain at all times the right to vote the such Stockholder’s Subject Shares in such ShareholderStockholder’s sole discretion, discretion and without any other limitationlimitation on those matters other than those set forth in this Section 1.02. In the event that any meeting of the Stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum. (b) Such Stockholder hereby revokes (and agrees to cause to be revoked and to promptly communicate in writing notice of such revocation to the relevant proxy holder) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares. In furtherance of the agreements herein, each Stockholder hereby irrevocably grants to, and appoints, Parent and any person or persons designated in writing by Parent, and each of them individually, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all its Shares, or grant a consent or approval in respect of such Shares, or execute and deliver a proxy to vote such Shares, on the matters and in the manner specified in Section 1.02(a) (but not on any matters other matters). (c) Each Stockholder hereby affirms that are at any the irrevocable proxy set forth in Section 1.02(b) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL until such time or from time to time presented for consideration to the Company’s shareholder generallyas this Agreement shall have been terminated in accordance with Section 4.04.

Voting of Subject Shares. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general (a) At every meeting of the shareholders of the Company, however Company Stockholders called, including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereon: (a) holder of record on any applicable record date to, appear at each such meeting or otherwise cause all such Stockholder’s Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and (b) be present (in person or by proxy) quorum at any such meeting of Company Stockholders and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its such Stockholder’s Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer) (the “Vote Shares”) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereby or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which Company Stockholders would (x) receive aggregate consideration per share of Common Stock equal to or greater than the consideration to be received by such Company Stockholders in the Offer and the Merger, (y) receive only cash and no other form of consideration and (z) not be required to agree to any additional obligations, liabilities, covenants or other agreements, and (B) approval of any proposal recommended by to adjourn or postpone the Company Board that is intended meeting to facilitate a later date, if there are not sufficient votes for the consummation adoption and approval of the TransactionsMerger Agreement and the transactions contemplated thereby or such other transaction on the date on which such meeting is held, (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal or (C) any action, proposal, transaction or agreement that would reasonably be expected to (A) result in the occurrence of any condition set forth in Annex I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase such Stockholder under this Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and and/or (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against in favor of any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the matter necessary for consummation of the Offer or transactions contemplated by the other TransactionsMerger Agreement, including (x) which is considered at any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) meeting of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generallyStockholders.