Common use of Voting Clause in Contracts

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior With respect to the Expiration Date any vote for any plan of dissolution and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of liquidation recommended by the Company’s stockholders Board of Directors, the Initial Stockholders shall vote all shares of Common Stock owned by them (including any shares purchased after the Offering) in favor of such plan of dissolution and in any other circumstance upon which a voteliquidation. With respect to the Business Combination Vote, consent or approval of the Company shall cause all or some of the stockholders Initial Stockholders to vote the shares of the Company is sought, in each case, with respect Common Stock owned by them immediately prior to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn Offering in accordance with the provisions vote of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as holders of a majority of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedIPO Shares present, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered at a written consent covering, all meeting of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect stockholders called for such purpose. At the time the Company seeks approval of any covenantpotential Business Combination, representation or warranty or any other obligation or agreement of the Company contained will offer each holder of Common Stock issued in this Offering (“IPO Shares”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Merger Agreement, or Trust Account (inclusive of Holder contained in this Agreement; or any interest income therein) calculated as of two (ii2) any of the conditions Business Days prior to the consummation of the Merger set forth proposed Business Combination divided by the total number of IPO Shares. If holders of less than 30% in Article VI interest of the Merger Agreement Company’s IPO Shares which vote against the Business Combination elect to convert their IPO Shares, the Company may, but will not being fulfilled; and (d) be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 30% or more in favor interest of the IPO Shares who vote against approval of any adjournmentpotential Business Combination elect to convert their IPO Shares, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent will not proceed with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null such Business Combination and void ab initiowill not convert such shares.

Voting. Prior to (a) At all times during the Expiration Date and subject to Standstill Period, the terms of this AgreementInvestor shall, Holder hereby agrees that at the Company Stockholder Meeting or any shall cause each other annual or special meeting member of the stockholders of the CompanyInvestor Group to, however calledand shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, including vote all Voting Securities which they Beneficially Own, at any adjournment, recess or postponement thereof, shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company’s stockholders and in any other circumstance upon 's shareholders at which a vote, consent or the Reclassification Amendment is submitted for approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company)'s shareholders, unless and (z) on any matter relating to the Company Board and the Special Committee has made a Change adoption of Board Recommendation in compliance with the terms any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Merger Agreement Company, and such Change of Board Recommendation has not been rescinded or otherwise withdrawn on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Merger AgreementInvestor will, (i) appear at each such meeting if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its representative(scommercially reasonable efforts to cause) to appear be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting or otherwise and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause the Rollover Shares outstanding as each other member of the record date for determining stockholders entitled Investor Group to vote at such meeting be, and shall use its commercially reasonable efforts to be counted cause each Other Investor Affiliate to be, as present thereat for purposes the Beneficial Owners of determining whether a quorum is present and respond to each request by the Company for written consentVoting Securities, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or duly execute any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and deliver agrees that if the Investor advises the Company in writing prior to the meeting held (or cause the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be duly executed and delivered voted upon by such class or voting group, then it shall be a written consent covering, all condition to the effectiveness of the Rollover Shares matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the extent termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Rollover Shares may vote Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter in question) outstanding as by all holders of such record date:Voting Securities other than the Investor Group and Other Investor Affiliates. (ae) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the adoption slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and approval effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the Merger Agreement NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares other members of the Company Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation on behalf of the Contemplated Transactions, including other holders of the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (Company's Voting Securities other than the Merger); Investor Group and Other Investor Affiliates) and (ii) a saleon all other matters at any shareholder meeting or in connection with any action by written consent, lease in the same proportion as the votes cast by or transfer on behalf of a material amount of assets all holders of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, Company's Voting Securities other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null Investor Group and void ab initioOther Investor Affiliates.

Voting. Prior to The shares of Series A Preferred Stock shall not have voting rights other than those set forth below or as otherwise required by Delaware law or the Expiration Date and subject to Certificate of Incorporation: (a) If at any time a Voting Rights Triggering Event has occurred, then the terms Holders, voting as a single class with any other series of this AgreementPreferred Stock or preference securities having similar voting rights that are exercisable (together, Holder hereby agrees that the “Voting Rights Class”), shall be entitled at the Company Stockholder Meeting or any other annual next regular or special meeting of the stockholders of the CompanyCorporation to elect two additional directors to the Board. Upon the election of any such additional directors, however called, including any adjournment, recess or postponement thereofthe number of directors that comprise the Board shall be increased by such number of additional directors. (b) The voting rights set forth in Section 6(a) may be exercised at a special meeting of the Corporation’s stockholders, or in connection with at any written consent annual meeting of stockholders held for the Company’s stockholders purpose of electing directors, and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear thereafter at each such special or annual meeting until such time as all dividends in arrears, the nonpayment of which caused the Voting Rights Triggering Event, shall have been paid in full, at which time or cause its representative(stimes, automatically and without any further action by any Person, such voting rights shall terminate (subject to the reinstatement of such rights upon a subsequent Voting Rights Triggering Event). (c) At any meeting at which the holders of shares of the Voting Rights Class shall have the right to appear elect directors as provided in Section 6(a), the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. The affirmative vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class present at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedmeeting, in person or by proxy, shall be sufficient to elect any such director. Any director elected pursuant to the voting rights set forth in this Section 6 may be removed at any time, with or duly execute and deliver or cause without cause, by the holders of record of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class at any time during which such holders’ rights pursuant to Section 6(a) continue. Any vacancy in respect of any such additional director arising at any time during which such holders’ rights pursuant to Section 6(a) continue (other than prior to the first election immediately following the applicable Voting Rights Triggering Event) may be duly executed and delivered a filled by the written consent covering, all of the Rollover Shares director elected by the Voting Rights Class remaining in office, or, if none remains in office, by a vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class; provided that the filling of each vacancy shall not violate the Amended and Restated Bylaws of the Corporation as in effect on the effective date of this Certificate of Designations or the corporate governance requirements of the NASDAQ Capital Market (or any other exchange or automated quotation system on which securities of the Corporation may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Directors elected pursuant to the extent voting rights set forth in Section 6(a) shall be entitled to one vote per director on any matter. (d) Any director elected pursuant to the Rollover Shares may voting rights set forth in Section 6(a) shall hold office until the next annual meeting of stockholders; provided, however, notwithstanding the foregoing, at such time as all dividends in arrears, the nonpayment of which caused the Voting Rights Triggering Event, have been paid in full, then, automatically and without any further action by any Person, the terms of office of directors elected pursuant to the voting rights set forth in this Section 6 shall cease and the number of directors comprising the Board shall be reduced accordingly. (e) So long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote on or consent of the matter Holders of at least a majority in question) voting power of the shares of Series A Preferred Stock outstanding at the time, voting together as a single class with all series of such record dateParity Stock upon which similar voting rights have been conferred and are exercisable, given in person or by proxy, either in writing or at a meeting: (ai) in favor amend or alter the provisions of the adoption and approval Certificate of Incorporation or this Certificate of Designations so as to authorize or create, or increase the Merger Agreement and authorized or issued amount of, any class or series of Senior Stock or reclassify any of our authorized Capital Stock into shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the Mergerright to purchase any shares of Senior Stock; (bii) against amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designations so as to adversely affect any actionright, proposalpreference, agreement privilege or transaction voting power of the shares of Series A Preferred Stock; (including any Acquisition Proposaliii) that would reasonably be expectedconsummate a binding share exchange or reclassification involving the shares of Series A Preferred Stock or a merger or consolidation of the Corporation with another entity, or unless in each case: (A) shares of Series A Preferred Stock remain outstanding or, in the effect of which would reasonably be expected, to change in any manner the voting rights case of any class such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (B) such shares of Series A Preferred Stock remaining outstanding or such preference securities, as the Company or materially impedecase may be, interfere withhave such rights, delaypreferences, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing privileges and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiariesvoting powers, taken as a whole, or a reorganizationas are not materially less favorable to the holders thereof than the rights, recapitalization or liquidation preferences, privileges and voting powers of the Company or Series A Preferred Stock immediately prior to such consummation, taken as a whole; provided, however, that: (A) any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided increase in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy amount of the Company or any authorized but unissued shares of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsPreferred Stock; (cB) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained increase in the Merger Agreement, authorized or issued shares of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilledSeries A Preferred Stock; and (dC) the creation and issuance, or an increase in the authorized or issued amount, of any other series of Parity Stock or Junior Stock, shall be deemed not to adversely affect the rights, preferences, privileges or voting powers of Holders and shall not require the affirmative vote or consent of Holders. (f) If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described in this Section 6 would affect one or more but not all series of voting Preferred Stock (including the Series A Preferred Stock for this purpose), then only the series of voting Preferred Stock adversely affected and entitled to vote shall vote as a class in lieu of all other series of voting Preferred Stock. (g) Whether a plurality, majority or other portion of the Series A Preferred Stock and any other voting Preferred Stock have been voted in favor of any adjournment, recess, delay or postponement matter shall be determined by reference to the respective liquidation preference amounts of the Company Stockholder Meeting as may be reasonably requested by Series A Preferred Stock and such other voting Preferred Stock. (h) Without the Company Board or the Special Committee in order to seek or obtain approval consent of the adoption Holders, the Corporation may amend, alter, supplement or repeal any terms of the Merger Agreement or any action, proposal, transaction or agreement necessary Series A Preferred Stock to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent file a certificate of correction with respect to (or otherwise this Certificate of Designations to utilize the voting power of), any extent permitted by Section 103(f) of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioDGCL.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to terminating upon the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting earlier of the stockholders of Effective Time or the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms termination of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreementits terms, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Shareholder agrees to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares presently legally or beneficially owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all Shareholder at any meeting of the Rollover Shares (to shareholders of the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateParent: (a) in favor of the adoption approval of: (i) an amendment to Parent’s Articles of Incorporation to increase Parent’s authorized capital stock; (ii) an amendment to Parent’s Articles of Incorporation to change the name of Parent as of the Effective Time to such name as determined by the Parent and approval the Company; (iii) an amendment to the Parent Stock Option Plan to increase the number of shares authorized for issuance under such Plan; (iv) an increase in the number of members on Parent’s Board of Directors to seven; (v) the election of seven Persons nominated by the Board of Directors of Parent to serve as directors of Parent from and after the Effective Time; and (vi) execution of the Merger Agreement and performance by Parent thereunder. To the Mergerextent inconsistent with the foregoing provisions of this Section 1, Shareholder hereby revokes any and all previous proxies granted or voting agreement executed by Shareholder with respect to any Shares; (b) against any action, proposal, action or agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change result in any manner the voting rights a breach of any class representation, warranty, covenant or obligation of shares of Parent in the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect Merger Agreement; and (c) against the timely consummation of following actions (other than the Contemplated Transactions, including the Closing Merger and the Merger, or transactions contemplated by the performance by Holder of its obligations under this Merger Agreement, including, without limitation: ): (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Parent or any Subsidiary of its Subsidiaries (other than the Merger)Parent; (ii) a any sale, lease lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company Parent or any Subsidiary of its SubsidiariesParent; (iii) an election any reorganization, recapitalization, dissolution or liquidation of new members to the Company Board, other than nominees to the Company Board who are serving as directors Parent or any Subsidiary of the Company on the date of this Agreement or as otherwise provided in the Merger AgreementParent; or and (iv) any material change in other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the present capitalization or dividend policy of the Company Merger or any of its Subsidiaries or any amendment or the other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioAgreement.

Voting. Prior to From the Expiration Date and subject to the terms date hereof until any termination of this AgreementAgreement in accordance with its terms, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, SJW however called, including any adjournment, recess called (and each action by written consent in lieu of a meeting) and each postponement or postponement adjournment thereof, Stockholder shall vote all Covered Shares owned by Stockholder (or cause such Covered Shares to be voted) or (as appropriate) execute written consents in connection with any written consent respect thereof: (i) in favor of the Company’s Share Issuance; (ii) in favor of the SJW Charter Amendment; (iii) in favor of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes to approve the Share Issuance or the SJW Charter Amendment; (iv) in favor of any other matter considered at any such meeting of the SJW stockholders that the SJW Board has (A) determined is necessary or desirable for the consummation of the Merger, (B) disclosed in the Joint Proxy Statement or other written materials distributed to all SJW stockholders and (C) recommended that the SJW stockholders approve or adopt; (v) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other circumstance upon which a voteobligation of SJW in the Merger Agreement; (vi) against any SJW Takeover Proposal; and (vii) against any agreement (including, consent or approval without limitation, any amendment of all or some any agreement), amendment of the stockholders of SJW Charter (other than the Company is sought, in each case, with respect to which any of the matters described in subsections SJW Charter Amendment) or SJW Bylaws (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity other than as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions contemplated by Exhibit A of the Merger Agreement) or other action that would delay, (i) appear at each such meeting postpone or cause its representative(s) to appear at such meeting or otherwise cause discourage the Rollover Shares outstanding as consummation of the record date for determining stockholders entitled Merger. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to vote at such meeting to be counted as present thereat ensure that it is duly counted, including for purposes of determining whether that a quorum is present and respond to each request by for purposes of recording the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as results of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to vote (or otherwise to utilize the voting power ofconsent), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) Except as otherwise provided in this Section 4.5 or this Article IV, prior to the Expiration Date and subject to the terms of this Agreementan Initial Public Offering, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting each of the Non-XXXX Parties that is a Class B Securityholder agrees to vote at any stockholders of the Company, however called, including any adjournment, recess or postponement thereof, meeting (or in connection with any written consent in lieu thereof) all of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval shares of all or some of the stockholders voting capital stock of the Company is soughtowned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in each casesame the manner as XXXX votes the shares of voting capital stock of the Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request following actions by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; : (iiii) an election any transaction between (x) XXXX or any of new members to its Affiliates and (y) the Company Boardor any of its Subsidiaries, other than nominees to the Company Board who are serving as directors a transaction (A) with another portfolio company of the Company XXXX or any of its Affiliates that has been negotiated on the date of this Agreement or as otherwise provided arms-length terms in the Merger Agreement; or (iv) any material change in ordinary course of business between the present capitalization or dividend policy managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in specifically contemplated by the Merger Agreement, or of Holder contained in this Agreement; or or (ii) any amendment to the Certificate of Incorporation or Bylaws of the conditions Company that adversely affects such Securityholder relative to XXXX, other than (x) an increase in the authorized capital stock of the Company, or (y) amendments made in connection with any reorganization of the Company effected to facilitate an Initial Public Offering or the acquisition of the Company by merger or consolidation (provided that in such reorganization or acquisition each share of each class or series of capital stock held by the Non-XXXX Parties is treated the same as each share of the same class or series of capital stock held by XXXX; provided, however that, subject to -------- ------- compliance with applicable law, in the event that the one or more of the other corporations or entities that is a party to such an acquisition notifies the Company that it will require the structure of such acquisition to be treated as a recapitalization for financial accounting purposes and that it will require the Company to no longer be subject to the consummation reporting requirements or Section 14 of the Merger Exchange Act after the closing date of the acquisition, then, solely to the extent deemed necessary by such other corporation or entity to satisfy such requirements, the consideration per share the Non-XXXX Parties shall be entitled to receive with respect may be a different kind than the consideration per share XXXX shall be entitled to receive). (b) In order to effectuate Section 4.5(a), each Non-XXXX Party that is a Class B Securityholder hereby grants to XXXX an irrevocable proxy, coupled with an interest, to vote, during the period specified in Section 4.5(a) above, all of the shares of voting capital stock of the Company owned by the grantor of the proxy in the manner set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofSection 4.5(a), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) For so long as the Buyer and their respective affiliates collectively own at least 10% of the outstanding Ordinary Shares (and/or other depositary shares representing such Ordinary Shares): (i) The Seller shall not enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Ordinary Shares, depositary shares representing such Ordinary Shares, or other shares in the Expiration Date and subject capital of the Company entitled to vote thereon that are owned or held of record by the Seller, or as to which the Seller has voting power or in respect of which the Seller can direct, restrict or control any such voting power (the "REMAINING SHARES") or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the Transactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of the Seller to sell or otherwise transfer any Remaining Shares or any interest therein to a third party that is not an affiliate of the Seller or the Company or to any affiliate that agrees in writing to be bound by the terms of this Agreement, Holder hereby agrees that ; (ii) If at any time any Buyer notifies the Seller of its desire and intention to designate a single director on behalf of all of the Buyers (the "GREAT HILL DIRECTOR") in advance of any meeting of shareholders of the Company Stockholder Meeting or any other annual or special meeting called to vote upon for the election of the stockholders of the Companydirectors, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and at all adjournments thereof and in any all other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company (including by written consent) is sought, in each case, sought with respect to which any the election of the matters described in subsections (a) through (d) of this Section 2.4 directors or that is necessary to be considered, Holder shall (solely in its capacity as a stockholder elect directors of the Company), unless the Company Board Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect such Great Hill Director (which consent, vote or approval, in the case of any Global Depositary Shares and the Special Committee has made a Change of Board Recommendation other depositary shares owned by such Seller at such time, shall be delivered in compliance accordance with the terms of the Merger Agreement applicable depositary agreement); (iii) If at any time any Buyer notifies the Seller of its desire and such Change intention to remove or replace a Great Hill Director or to fill a vacancy caused by the resignation of Board Recommendation has not been rescinded or otherwise withdrawn a Great Hill Director, the Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the provisions terms of this Section 5.1. (iv) The Seller hereby irrevocably grants to, and appoints Xxxxxxx X. Xxxxx, and any other Person who shall hereafter be designated by the Buyers, as the Seller's proxy and attorney (with full power of substitution), for and in the name, place and stead of the Merger AgreementSeller, (i) appear to vote all of its Remaining Shares held at each the time such consent is sought or meeting is held, or cause its representative(s) to appear grant a consent or approval in respect of such Remaining Shares, at such any meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders shareholders of the Company entitled or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought to act by consent elect a Great Hill Director as contemplated in Section 5.1(a)(ii). The Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (iiv) vote THE SELLER HEREBY AFFIRMS THAT THE PROXY AND ATTORNEY SET FORTH IN THIS SECTION 5.1 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be voted, in person or done by proxy, or duly execute virtue hereof. Such irrevocable proxy and deliver or cause attorney is executed and intended to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date:irrevocable. (avi) in favor of the adoption The covenants and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this AgreementSection 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, includingfull term of office of three years, without limitation: (i) any extraordinary corporate transactionin accordance with the Company's articles and memorandum of association, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company in effect on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiohereof.

Voting. Prior From and after the date of this Agreement until the date that is the earliest of the following to occur: (a) the Expiration Date consummation of the Merger (including the occurrence of the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and subject to (c) the terms entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this Agreement), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting written waiver of the stockholders Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable or that may be payable to holders of Company Common Stock in connection with the Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or which extends the End Date (such earliest date, the “Expiration Date”), each Stockholder, in such Stockholder’s capacity as a stockholder of the Company, irrevocably and unconditionally hereby agrees, subject to Section 1.4 and Section 1.5, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a votestockholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Stockholder will (i) appear at each such meeting (in person or cause its representative(sby proxy) to appear at such meeting or otherwise cause all of such Stockholder’s Existing Shares and any other shares of Company Common Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date of this Agreement (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options or other rights to acquire Company Common Stock or the conversion of any convertible securities, the vesting of equity awards or otherwise) (collectively, the “New Shares,” and together with the Existing Shares, the “Shares”), which it, he or she owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat for purposes of determining whether a quorum is present quorum, and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action, proposal, agreement action or transaction (including any proposal in favor of an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members regard to the Company Boardterms of such Acquisition Proposal, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or and (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cD) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenantreasonably be likely to prevent, representation materially impede or warranty materially delay the Company’s or any other obligation or agreement of Parent’s ability to consummate the Company contained in transactions contemplated by the Merger Agreement, or of Holder contained including the Merger. Except as set forth in this Agreement; Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or (ii) written consent, if applicable), in such Stockholder’s sole discretion, in favor of, against or abstain with respect to any other matters that are, at any time or from time to time, presented for consideration to the Company’s stockholders. Nothing in this Agreement shall require any of the conditions Stockholders to vote in any manner with respect to any amendment or modification to the consummation Merger Agreement (as it exists on the date of this Agreement) or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger set forth Agreement, in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournmentsuch case, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates results in a decrease in, or breaches change in the terms composition of, or otherwise adversely affects the consideration payable to holders of this Agreement shall be null and void ab initioCompany Common Stock in connection with the Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or in a manner that extends the End Date.

Voting. Prior From and after the date hereof until the earliest to occur of (a) the Expiration Date Effective Time, (b) the termination of the Merger Agreement pursuant to and subject to in compliance with the terms therein, (c) the Board of this Directors of the Company effecting a Company Adverse Recommendation Change and (d) the entry without the prior written consent of the Shareholders into any amendment or modification of the Merger Agreement, Holder or any written waiver of the Company’s rights under the Merger Agreement made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, the Merger Consideration payable to any Shareholder (such earliest date, the “Expiration Date”), each Shareholder irrevocably and unconditionally hereby agrees that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting of the stockholders and each adjourned or postponed meeting) of the Company’s shareholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a voteshareholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause all of its Existing Shares and other shares of Common Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), which it beneficially owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat at the meeting for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the principal terms of the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s shareholders to a later date if such adjournment or postponement is (1) with the written consent of Parent, (2) for the absence of a quorum, (3) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (4) as required by Law (in each such case only for a period of not more than thirty (30) calendar days, individually or in the aggregate, and not past two (2) Business Days prior to the End Date), (C) against any action, proposal, transaction or agreement or transaction (including any in favor of an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, includinga Superior Proposal, without limitation: regard to the terms of such Acquisition Proposal or Superior Proposal, (iD) against any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation consolidation, business combination, sale of assets, reorganization or other business combination recapitalization of or involving the Company or any of its Subsidiaries Subsidiaries, (other than the Merger); (iiE) a against any sale, lease or transfer of a material amount of assets all or substantially all of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation assets of the Company or any of its Subsidiaries; , (iiiF) an election of new members to the Company Boardagainst any reorganization, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement recapitalization, extraordinary dividend, dissolution, liquidation or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy winding up of the Company or any of its Subsidiaries or Subsidiaries, (G) against any amendment or other material change to in the Company’s capitalization of the Company or any of its Subsidiaries’ Organizational Documents; , or the corporate structure of the Company or any of its Subsidiaries, (cH) to the extent submitted to a shareholder vote, against any change in the business management or Board of Directors of the Company (other than as directed by Parent) and (I) against any action, proposal, transaction or agreement that is intended to or would (1) result in (i) an inaccuracy of any representation or warranty, or a breach in any respect of any covenant, representation or warranty or any other obligation or agreement agreement, of the Company contained in the Merger Agreement, or of Holder a Shareholder contained in this Agreement; , or (ii2) any of prevent, materially impede, materially delay or otherwise materially and adversely affect the conditions Company’s, Parent’s or Merger Sub’s ability to timely consummate the consummation of transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (I), the “Required Votes”). Except as explicitly set forth in Article VI this Section 1.1, nothing in this Agreement shall limit the right of the Merger Agreement not being fulfilled; and each Shareholder to vote (dincluding by proxy or written consent, if applicable) in favor of any adjournmentof, recess, delay against or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent abstain with respect to (or otherwise any other matters presented to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany’s shareholders.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) Subject to any separate voting rights provided for herein or otherwise required by law, the holders of this Section 2.4 is Series B-2 Stock shall be entitled to be consideredvote, Holder shall (solely in its capacity as a stockholder together with the holders of the Company), unless the Company Board Common Stock and the Special Committee has made a Change holders of Board Recommendation other Preferred Stock as one class, on all matters as to which holders of Common Stock shall be entitled to vote, in compliance the same manner and with the terms same effect as such holders of Common Stock. In any such vote, each share of Series B-2 Stock shall entitle the Merger Agreement and such Change holder thereof to the number of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with votes per share that equals the provisions number of the Merger Agreement, shares of Common Stock (iincluding fractional shares) appear at into which each such meeting or cause its representative(s) share of Series B-2 Stock is then convertible, rounded up to appear at such meeting or otherwise cause the Rollover Shares outstanding as nearest one-tenth of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes a share, but not including any shares of determining whether a quorum is present and respond to each request by the Company for written consent, if any, Common Stock issuable upon conversion of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote dividends accrued on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Series B-2 Stock. (b) against Except as otherwise expressed, implied or contemplated in this Certificate or the Series B-2 Purchase Agreement, the Corporation shall not, directly or indirectly, through a merger, consolidation, reorganization or otherwise, without the affirmative approval of the Required Investor Majority acting separately from the holders of Common Stock or any actionother securities of the Corporation, proposalgiven by written consent in lieu of a meeting or by vote at a meeting called for such purpose, agreement for which meeting or transaction approval by written consent timely and specific notice in the manner provided in the by-laws of the Corporation shall have been given to each Series B-2 Stockholder, do any of the following: (i) authorize, create, designate, issue or sell any class or series of capital stock (including any Acquisition Proposalshares of treasury stock) that would reasonably or rights, options, warrants or other securities convertible into or exercisable or exchangeable for capital stock which by its terms is convertible into or exchangeable for any equity security, other than Excluded Stock (as defined in Section 7(e)(ii) of this Certificate), which, as to the payment of dividends or distribution of assets, including without limitation distributions to be expectedmade upon a Liquidation, is senior to or on a parity with the Series B-2 Stock; or (ii) amend, alter or repeal any provision of this Certificate, the Series B Certificate or the effect Series A Certificate; or (iii) permit, approve or agree to any Liquidation, Event of which would reasonably Sale, dissolution or winding up of the Corporation. The foregoing approval shall be expected, obtained in addition to change in any manner approval required by law. (c) The Corporation shall obtain the voting rights consent of the Board of Directors before it may authorize or issue any class of additional shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation capital stock of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Corporation or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andsubsidiaries. (d) Unless a different vote is specified in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of)this Certificate, any of the Rollover Shares in a manner that violates or breaches the rights, powers, preferences and other terms of this Agreement shall the Series B-2 Stock set forth herein may be null and void ab initiowaived on behalf of all holders of Series B-2 Stock by the affirmative written consent or vote of the Series B-2 Majority.

Voting. Prior (a) Except as otherwise provided in this Section 4.5 or this Article IV, prior to the Expiration Date and subject to the terms of this Agreementan Initial Public Offering, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting each of the stockholders of the Company, however called, including Non-BLUM Parties agrees to vote at any adjournment, recess or postponement thereof, stockholderx xxeting (or in connection with any written consent in lieu thereof) all of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval shares of all or some of the stockholders voting capital stock of the Company is soughtowned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in each casesame the manner as BLUM votes the shares of voting capital stock xx xhe Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request following actions by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; : (iiii) an election any transaction between (x) BLUM or any of new members to its Affiliates and (y) the Company BoardXxxpany or any of its Subsidiaries, other than nominees to the Company Board who are serving as directors a transaction (A) with another portfolio company of the Company BLUM or any of its Affiliates that has been nexxxxated on the date of this Agreement or as otherwise provided arms-length terms in the Merger Agreement; or (iv) any material change in ordinary course of business between the present capitalization or dividend policy managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in specifically contemplated by the Merger Agreement, or of Holder contained in this Agreement; or or (ii) any amendment to the Certificate of Incorporation or Bylaws of the conditions Company that adversely affects such Securityholder relative to BLUM, other than (x) an increase in the consummation axxxxrized capital stock of the Merger Company, or (y) amendments made in connection with any reorganization of the Company effected to facilitate an Initial Public Offering (provided that in such reorganization each share of each class or series of capital stock held by the Non-BLUM Parties is treated the same as each xxxxe of the same class or series of capital stock held by BLUM) or the acquisition of the Company bx xxrger or consolidation. (b) In order to effectuate Section 4.5(a), each Non-BLUM Party hereby grants to BLUM an irrevocablx xxoxy, coupled with an intxxxxt, to vote, during the period specified in Section 4.5(a) above, all of the shares of voting capital stock of the Company owned by the grantor of the proxy in the manner set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofSection 4.5(a), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior Until the Termination Date, the Wynnefield Parties shall, and shall cause each of their respective Affiliates to (i) be represented in person or by proxy at the 2020 Annual Meeting cause all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted at the 2020 Annual Meeting, all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over on the Company’s proxy or voting instruction form in favor of (A) each of the directors nominated by the Board and recommended by the Board for election to the Expiration Date Board at the 2020 Annual Meeting (and subject not in favor of (x) any other nominees for election to the terms Board or (y) the removal of this Agreementany such nominees), Holder hereby agrees that including, for greater certainty, in favor of the 2020 Nominees at the Company Stockholder 2020 Annual Meeting and (B) each routine matter or proposal recommended for stockholder approval by the Board at the 2020 Annual Meeting and (iii) not execute any other annual proxy or special meeting voting instruction form in respect of the stockholders 2020 Annual Meeting other than the proxy or voting instruction form being solicited by or on behalf of management of the Company; provided, however, that the Wynnefield Parties and their respective Affiliates shall have the right to vote or act by written consent in their sole discretion with respect to any (1) Extraordinary Transaction involving the Company and requiring a vote of the Company’s stockholders, however called(2) any other non-routine matters or proposals presented for stockholder consideration at such meeting (excluding, including for the avoidance of doubt, any adjournmentmatter referred to in clause (A) above), recess and/or (3) any matters or postponement thereof, or in connection with any written consent proposals requiring a vote of the Company’s stockholders and in at any other circumstance upon which a vote, consent or approval of all or some of meeting subsequent to the stockholders of the Company is sought2020 Annual Meeting, in each case, with respect for the avoidance of doubt, subject to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio5.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to ending on the terms Standstill Termination Date, each of this Agreementthe GSO Funds: (a) shall (and shall cause its Affiliates to) take such action (including, Holder hereby agrees that at without limitation, if applicable, through the execution of one or more written consents if stockholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of stockholders of the Company) at each meeting of the stockholders of the CompanyCompany as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, however calleddirectly or indirectly, by it and/or by any of its Affiliates are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of the Company to the other holders of Voting Securities (including any adjournment, recess or postponement thereof, or in connection without limitation with any written consent respect to director elections) of the Company’s stockholders and ; provided, that the foregoing shall not apply in any other circumstance upon which a vote, consent or approval of all or some of the stockholders event that the Board of the Company is sought, recommends that the other holders of Voting Securities vote against the Company’s approval of a “Sale Transaction” (as defined in each case, with respect to which any of the matters described in subsections Joint Development Agreement); (ab) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or shall cause its representative(sAffiliates to) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or duly execute them from time to time may be counted for the purposes of determining the presence of a quorum and deliver voted in accordance with Section 2.5(a) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company; and (c) subject to the proviso in Section 2.5(a), shall (and shall cause their respective Affiliates to) vote (or cause to be duly executed and delivered a voted) or to act by written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares securities of the Company Group Beneficially Owned by it that are not Voting Securities as directed or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect recommended by the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Board of the Company and its Subsidiariesshall cause such other securities to be counted as present for the purposes of establishing a quorum, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioextent applicable.

Voting. Prior to During the Expiration Date and subject to the terms term of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting Okumus Group shall cause all Voting Securities beneficially owned, directly or indirectly, by the Okumus Group or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding Okumus Affiliate as of the record date for determining stockholders entitled any meeting of the Company’s stockholders, or as to which the Okumus Group or the Okumus Affiliates have the right to vote at such any meeting of the Company’s stockholders, to be counted as present thereat for quorum purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all at any such meeting of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: Company’s stockholders or at any adjournments or postponements thereof, (a) in favor of each director nominated and recommended by the adoption and approval of the Merger Agreement and the Merger; Board for election at any such meeting, (b) against any actionstockholder nominations for director which are not approved and recommended by the Board for election at any such meeting, (c) in favor of the Company’s proposal for the ratification of the appointment of the Company’s independent registered public accounting firm, (d) in favor of the Company’s “say-on-pay” proposal and (e) in accordance with the Board’s recommendation with respect to all other matters; provided, however, in the event that Institutional Shareholders Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election of directors, the ratification of the appointment of the Company’s independent registered public accounting firm, and the Company’s “say-on-pay” proposal), agreement the Okumus Group and the Okumus Affiliates shall be permitted to vote in accordance with such ISS recommendation; provided, further, that nothing herein shall limit the ability of the Okumus Group to announce its views and its vote on any Board-approved publicly announced proposals relating to a merger, acquisition, disposition of all or transaction (including any Acquisition Proposal) that would reasonably be expected, or substantially all of the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares assets of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a saleCompany, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken so long as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members such announcement is limited to the Company Board, other than nominees to the Company Board who are serving as directors merits of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to such matter and does not disparage the Company’s directors or any of its Subsidiaries’ Organizational Documents; (c) against any actionofficers in connection with such matter, proposalincluding the decision to pursue, transaction approve or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiopropose such matter.

Voting. Prior (a) Subject to the Expiration Date Sections 1.1(c), (e) and subject to the terms of this Agreement(f), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written matter being voted on at a stockholder meeting or in a consent of solicitation that the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of Board has recommended that the stockholders of the Company is soughtapprove, Investor and the other Investor Parties may vote the shares of Common Stock that they Beneficially Own against or in favor of such matter, in each casetheir sole and absolute discretion. (b) Subject to Sections 1.1(c), (e) and (f), in connection with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as matter being voted on at a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause in a consent solicitation that the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining Board has recommended that the stockholders of the Company entitled to act by consent not approve, Investor and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares other Investor Parties may vote on the matter in question) outstanding as shares of such record dateCommon Stock that they Beneficially Own: (ai) against such matter; or (ii) in favor of such matter; provided, however, that if Investor and the adoption and approval other Investor Parties (taken as a whole) Beneficially Own shares of Common Stock that represent more than the Voting Cap of the Merger Agreement then-outstanding Common Stock, then, with respect to the shares that account for the excess over the Voting Cap, Investor shall, and shall cause the other Investor Parties to, vote in proportion to the Votes Cast. (c) For purposes of Section 1.2(b)(ii), the number of shares of Common Stock that are Beneficially Owned by Investor and the Merger; Brookfield Consortium Members shall not include any Common Stock held by any independently operated business unit of Brookfield Asset Management Inc. or any Affiliate thereof (beach such independently operated business unit, a “Brookfield Investment Advisor”) against (i) in trust for the benefit of persons other than Investor or any actionBrookfield Consortium Member, proposal(ii) in mutual funds, agreement open- or transaction closed-end investment funds or other pooled investment vehicles sponsored, managed or advised or subadvised by such Brookfield Investment Advisor, (including any Acquisition Proposaliii) that would reasonably be expectedas agent and not principal, or the effect of which would reasonably be expected, to change (iv) in any manner other case where such Brookfield Investment Advisor is disaggregated from Brookfield Asset Management Inc. for the voting rights purposes of any class Section 13(d) of the Exchange Act; provided, however, that (A) in each case, such shares of Common Stock were acquired in the ordinary course of business of the Brookfield Investment Advisor’s respective investment management or securities business and not with the intent or purpose on the part of Investor or the Brookfield Consortium Members of influencing control of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect avoiding the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date provisions of this Agreement or as otherwise provided in the Merger Agreement; or and (ivB) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment where appropriate, “Chinese walls” or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any informational barriers and other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioprocedures have been established.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement(a) Each Stockholder shall, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanySeller, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtSeller, in each case, with respect to which any of the matters described in subsections vote (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares then held of record or beneficially owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares such Stockholder (to the extent the Rollover Shares may Stockholder has the right to vote on or direct the matter in question) outstanding as voting of such record date: Shares) (ai) in favor of the adoption Merger, the execution and approval delivery by the Seller of the Merger Agreement and the Merger; approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (bii) against any action, proposal, agreement or transaction (including any proposal relating to an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing Proposal and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Seller under the Merger Agreement, Agreement or of Holder contained which would result in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilled; and. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Shares in favor of a Superior Offer that is submitted for approval by the stockholders of the Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the Seller’s stockholders in accordance with Section 4.4 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the terms of this Agreement, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement (c) Subject to Section 6 hereof, each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) in favor Subject to the terms and conditions of any adjournmentthis Agreement, recess, delay or postponement each of the Company Stockholder Meeting as may parties hereto agrees to use all reasonable efforts to take, or cause to be reasonably requested taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of this Agreement and the Merger Agreement or Agreement. Each party shall promptly consult with the other and provide any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent information and material with respect to (or otherwise to utilize the voting power of), all filings made by such party with any of the Rollover Shares Governmental Authority in a manner that violates or breaches the terms of connection with this Agreement shall be null and void ab initiothe transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at (a) If the Company Stockholder Meeting or Shareholder Approval is obtained, then in connection with any other proposal thereafter submitted for Company shareholder approval (at any annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, called or in connection with any other action (including the execution of written consent consents)) related to the election or removal of directors of the Board, each of the Minority Shareholders (solely in their capacity as shareholders of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of ) will (i) cause all or some of the stockholders Minority Shares then held by such Minority Shareholder to be present in person or represented by proxy at all meetings of shareholders of the Company, so that all such shares shall be counted as present for determining the presence of a quorum at such meetings and (ii) vote all of the Minority Shares then held by such Minority Shareholder at the time of the applicable vote (A) in favor of any nominee or director nominated by the Governance Committee and (B) against the removal of any director nominated by the Governance Committee. (b) If the Opt-Out Proposal is authorized and approved by the requisite vote of the shareholders of the Company or if the Voting Agreement is soughtterminated in accordance with the terms and provisions thereof (whichever occurs earlier), then in each case, connection with respect any proposal thereafter submitted for Company shareholder approval (at any annual or special meeting called or in connection with any other action (including the execution of written consents)) related to which any the election or removal of directors of the matters described in subsections Board, each of the Majority Shareholders, severally and not jointly and severally, will (a) through (d) cause all of this Section 2.4 is the Shares then held by such Majority Shareholder to be consideredpresent in person or represented by proxy at all meetings of shareholders of the Company, Holder so that all such shares shall be counted as present for determining the presence of a quorum at such meetings and (solely b) vote all of the Shares then held by such Majority Shareholder at the time of the applicable vote (i) in favor of any Minority Shareholder Designee nominated by the Governance Committee and (ii) against the removal of any Minority Shareholder Designee nominated by the Governance Committee; provided, that, notwithstanding the foregoing, nothing in this Agreement shall in any way (a) restrict or limit the Majority Shareholders, or any designee or representative of any such Majority Shareholder, as applicable, in the fiduciary capacity as a trustee under a trust from taking (or omitting to take) any action in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation fiduciary in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded order to fulfill fiduciary obligations under applicable law or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against restrict or limit (or require any action, proposal, agreement Majority Shareholder to attempt to restrict or transaction (including limit) such Majority Shareholder or any Acquisition Proposal) that would reasonably be expected, designee or representative of such Majority Shareholder in a fiduciary capacity from acting in such capacity or voting in such capacity in the effect good faith exercise of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company his or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its her fiduciary obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioapplicable law.

Voting. Prior Each Shareholder shall be entitled to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn vote in accordance with their class of shares, if their class is entitled to vote. The Corporation shall have two classes of shares: Class A Shares and Class B Shares. Class A Shares shall have voting rights equal to one vote per share. Class B Shares shall have no voting rights. All issues not reserved for the provisions Board, that are expressly reserved for the Shareholders shall be determined by a majority vote, which will require approval by Shareholders holding at least 51% of the Merger issued Class A shares of stock in the Corporation (a “Majority Vote”), or as otherwise required in this Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause . The Board shall be explicitly vested the Rollover Shares outstanding as power vote on all matters of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether Corporation not expressly reserved otherwise, by a quorum is present and respond to each request by the Company for written consentMajority Vote, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (including but not limited to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing: (a) in favor of the adoption and approval of the Merger Agreement and the Mergerany capital expenditures greater than $1,000; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights acquisition of any class of shares of business interests by the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsCorporation; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect the payment of any covenant, representation cash dividends or warranty stock dividends (if any) to Shareholders of the Corporation; (d) the issuance of any debt obligations of the Corporation; (e) the disposal of the whole or any other obligation or agreement part of the Company contained business, undertaking, or assets of the Corporation outside the normal course of business of the Corporation; (f) the transfer of any Class A Shares of the Corporation; (g) changes or variations in the Merger Agreement, objects or of Holder contained in this Agreement; or (ii) any powers of the conditions to Corporation; (h) the consummation approval of any contracts or transactions inside or outside the Merger set forth normal course of business in Article VI excess of the Merger Agreement not being fulfilled$1,000.00; and (di) in favor the lending of any adjournment, recess, delay or postponement money by the Corporation; and (j) business plan and/or budgets. No vote is needed for matters that are considered matters of day-to-day operations of the Company Stockholder Meeting as may Corporation. For purposes of this Agreement, “day to day operations” shall mean the activities of the Corporation that the Corporation and/or its agents engage in on a daily basis for the purpose of generating a profit and increasing the value of the business. If there is a dispute concerning whether something is considered day-to-day operations, the Board will determine what constitutes day-to-day operations in its sole discretion. Any dispute over what shall be reasonably requested voted upon or who shall vote, if not explicit in this Agreement, shall solely be resolved by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any actionBoard, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioMajority Vote.

Voting. Prior to The Stockholders hereby direct the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Trustee to vote at such meeting to be counted the Shares as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollows: (a) Except as provided in favor (c) below, until the Standstill Termination Date, the Trustee shall vote (or submit its written consent with respect to) the Shares on all matters submitted to a vote of the adoption and approval Company's stockholders other than an election of directors, whether at a meeting of stockholders or by written consent, either (i) in the Merger Agreement and case of a vote taken at a stockholders meeting, in the Merger;same proportion as the votes cast by other holders of Voting Securities or (ii) in the case of action taken by written consent, so that the percentage of Stockholder Voting Power consented to on a matter equals the percentage of all other outstanding Voting Securities so consented. (b) against any actionExcept as provided in (d) below, proposaluntil the Standstill Termination Date, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner election of directors, the voting rights of any class of shares Trustee shall vote the Shares for the election of the Company or materially impedeIndependent Directors nominated by the Board of Directors by a Majority Vote, interfere withand, delayunless otherwise directed by NPC, postpone, frustrate, discourage or adversely affect for the timely consummation election of the Contemplated Transactions, including other persons nominated by the Closing and the Merger, or the performance by Holder Board of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;Directors. (c) against Until the Standstill Termination Date, with respect to any action, proposal, transaction vote or agreement that would result in consent of the Company's stockholders (i) on a breach in merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any respect sale of any covenant, representation all or warranty substantially all of the Company's assets or any other obligation or agreement issuance of Voting Securities that would represent in excess of 20% of the Company contained in Voting Power prior to such issuance, including any of the Merger Agreement, foregoing involving NPC or of Holder contained in this Agreement; NWA or (ii) on any amendment to the Company's amended and restated certificate of incorporation or its bylaws that would materially and adversely affect NPC (including through its effect on the Alliance Agreement and the rights of the conditions to Voting Securities Beneficially Owned by NPC), the consummation Shares shall be voted by the Trustee as directed by NPC and, in the absence of the Merger set forth in Article VI of the Merger Agreement such direction, shall not being fulfilled; andbe voted. (di) in favor of any adjournmentUntil the Standstill Termination Date, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Trustee shall vote the Shares, at the election of NPC, either (A) as recommended by the Board of Directors or otherwise (B) in the same proportion as the votes cast by the other holders of Voting Securities. (ii) Upon learning that a Person other than the Company is soliciting proxies in any election of directors, the Company shall promptly notify the Trustee and NPC. Not later than five (5) Business Days prior to utilize the voting power of), any date of the Rollover stockholders meeting at which the proxies solicited by such other person are to be voted, NPC shall notify the Trustee and the Company of its election under Section 3(d)(i). If no election is timely made by NPC, the Trustee shall vote the Shares in the same proportion as the votes cast by the other holders of Voting Securities. NPC may instruct the Trustee to change the vote cast at any time before the close of business two (2) days before a manner stockholders meeting by giving notice to the Trustee and the Company. (e) In the event the Trustee is required under this Voting Trust Agreement to vote the Shares in the same proportion as the votes cast by other holders of Voting Securities, the Trustee may discharge its obligation so to vote the Shares by delivering to the Company a proxy or written consent (as the case may be) providing that violates or breaches the terms Shares are to be so voted, in which event the Trustee shall have no duty to ascertain the actual votes cast by other holders of this Agreement shall be null and void ab initioVoting Securities.

Voting. Prior (a) Each Director shall be entitled to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, cast one vote with respect to which each matter brought before the Board of Directors (or any committee of the matters described in subsections (aBoard of Directors of which such Director is a member) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;approval. (b) against any actionThe following matters (together with the matters in Section 5.8(c), proposal, agreement or transaction (including any Acquisition Proposal“Major Decisions”) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares shall require an affirmative vote of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation majority of the Contemplated TransactionsBoard of Directors, including (for so long as Fiat retains the Closing and the Merger, or the performance by Holder of its obligations right to designate Directors under this Agreement, including, without limitation: Section 5.3(a)) at least one Fiat Director: (i) any extraordinary corporate transaction, such as the consummation of a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); Chrysler IPO; (ii) any amendment to this Agreement or to any other organizational documents of the Company; (iii) the consummation of any merger, business combination, consolidation, corporate reorganization or any transaction constituting a change of control, by the Company with or into any Entity; (iv) any sale, lease transfer or transfer other disposition (including by way of issuance of Equity Securities of a material amount Subsidiary) of a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or ; (v) a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization business purpose of the Company; (vi) the opening or dividend policy reopening of a major production facility; (vii) any capital expenditure, investment or commitment of the Company or any of its Subsidiaries (or series of related expenditures, investments or commitments) in excess of $250,000,000; (viii) any amendment Liquidation Proceeding; and (ix) any proposal or other change to action by the Company’s or any of its Subsidiaries’ Organizational DocumentsCompany that is not in accordance with the Business Plan and/or Annual Operating Budget; (c) against The terms and conditions of any actionindebtedness incurred by the Company in excess of $250,000,000 must be approved by an affirmative vote of the majority of the Board of Directors. (d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as otherwise provided by this Agreement, proposalthe Shareholder Agreement, the LLC Act, other Law or the Certificate of Formation, all policies and other matters to be determined by the Directors shall be determined by a majority vote of the members of the Board of Directors present at a meeting at which a quorum is present. No Director shall be disqualified from voting on matters as to which such Director or the Persons that elected such Director may have a conflict of interest, whether such matter is a direct conflict of interest in connection with which the Person that elected such Director or any affiliate of such Person will engage in a transaction with the Company or agreement one or more of its Subsidiaries or of another nature; provided that would result in (i) a breach in prior to voting on any respect such matter, such Director shall disclose the fact of any covenant, representation such conflict to the other Directors (other than conflicts arising from such Director’s relationship with the Persons who elected such Director) and the material terms of such transaction and the material facts as to the relationship or warranty or any other obligation or agreement interest of the Company contained in the Merger AgreementPerson that elected such Director or such Person’s affiliate, or of Holder contained in this Agreement; or (ii) any Director may determine to recuse himself or herself from voting on any matter as to which such Director or the Person that elected such Director may have a conflict of the conditions interest, and (iii) no Director shall have any duty to disclose to the consummation Company or the Board of Directors confidential information in such Director’s possession even if it is material and relevant information to the Merger set forth Company and/or the Board of Directors and, in Article VI of any such case, such Director shall not be liable to the Merger Agreement not being fulfilled; and (d) in favor Company or the other Members for breach of any adjournment, recess, delay or postponement duty (including the duty of the Company Stockholder Meeting loyalty and any other fiduciary duties) as may be reasonably requested a Director by the Company Board or the Special Committee in order to seek or obtain approval reason of the adoption such lack of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any disclosure of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiosuch confidential information.

Voting. Prior to the Expiration Date At each annual and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of shareholders held prior to the stockholders expiration of the CompanyStandstill Period, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent each of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect Investors agrees to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such shareholders’ meeting or otherwise cause the Rollover Shares outstanding as all shares of the record date for determining stockholders entitled to vote at such meeting Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentquorum, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote vote, or cause to be voted, in person or all shares of Common Stock beneficially owned by proxy, or duly execute each Investor and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote their respective Affiliates on the matter in question) outstanding as of such record date: Company’s proxy card or voting instruction form (a) in favor of the adoption and approval each of the Merger Agreement directors nominated by the Board and recommended by the Merger; Board in the election of directors, (b) against any actionother nominees to serve on the Board that have not been recommended by the Board, proposaland (c) in favor of, agreement except with respect to an Extraordinary Matter or transaction (including any Acquisition Proposal) that would reasonably be expectedas otherwise set forth in this Section 2, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares each of the Company shareholder proposals listed on the Company’s proxy card or materially impedevoting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, interfere withincluding in favor of all other matters recommended for shareholder approval by the Board, delayand (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, postpone, frustrate, discourage not execute any proxy card or adversely affect voting instruction form in respect of such shareholders’ meeting other than the timely consummation proxy card and related voting instruction form being solicited by or on behalf of the Contemplated TransactionsBoard; provided, including however, in the Closing event that both Institutional Shareholders Services (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposal (other than the Mergerelection of directors), each of the Investors shall have the right to vote in accordance with the recommendation of ISS and Glass Lewis with respect to such proposal; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Section 2, an “Extraordinary Matter” means, with respect to the Company: any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the performance by Holder Company’s or any of its obligations under this AgreementAffiliates’ assets in one or a series of transactions, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation joint venture or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its SubsidiariesAffiliates with a third party; (iii) an election of new members to the Company Boardin each case, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) requires a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to shareholder vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to (a) The Stockholder irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration Date and subject to (the terms of this Agreement“Applicable Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, however called, including any adjournment, recess Company (a “Meeting”) and at each adjournment or postponement thereof, or and in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent each action or approval of all or some by consent in writing of the stockholders of the Company is sought(a “Consent Solicitation”), in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is cause to be considered, Holder shall (solely present in its capacity as a stockholder of the Company), unless the Company Board person or represented by proxy and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (or express consent or dissent in writing, as applicable) that number of Shares set forth on the Stockholder’s signature page hereto and any additional Shares that are hereafter held of record or beneficially owned by the Stockholder (collectively, the “Subject Shares”) that are entitled to vote (or express consent or dissent in writing, as applicable), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding each case as of such record datefollows: (ai) in favor of any proposal for stockholders of the adoption and approval of Company to adopt the Merger Agreement and approve any other matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger; (bii) in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient Shares present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for an Acquisition Transaction or the adoption of an agreement to enter into an Acquisition Transaction; (iv) against any proposal for any amendment or modification of the Company’s organizational documents that would change the voting rights of any Shares or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (v) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would, or would reasonably be expected to, (A) result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement covenant of the Company contained in under the Merger Agreement, Agreement or of Holder contained in the Stockholder under this Agreement; (B) prevent, delay or impair consummation of the Transactions or dilute, in any material respect, the benefit of the Transactions to Acquiror, except, for the avoidance of doubt, the issuance of the Bridge Notes; (iiC) result in any of the conditions to the consummation of the Merger set forth in Article VI X of the Merger Agreement not being fulfilled; andor (D) facilitate any proposal relating to an Acquisition Transaction or any agreement to enter into any Acquisition Transaction. (db) Any vote required to be cast or consent or dissent in favor writing required to be expressed pursuant to this Section 1.01 shall be cast or expressed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or Consent Solicitation. (c) The Stockholder agrees not to enter into any adjournmentcommitment, recessagreement, delay understanding or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board similar arrangement with any Person to vote or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, give voting instructions or express consent or dissent in writing in any manner inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 1.01.

Voting. Prior Voting power shall be divided between the classes of Corporation Common Stock as follows: (i) Subject to Section B.(5)(ii) of this Article IV, in the election of directors, holders of shares of Class B Common Stock, voting separately as a class (the "Voting B Shares"), shall be entitled to elect that number of directors which constitutes 85% of the authorized number of members of the Board of Directors (or, if 85% of the authorized number of members of the Board of Directors is not a whole number, then the nearest higher whole number) (the "Voting B Share Directors"). The initial Voting B Share Directors shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of Voting B Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Voting B Share Directors at the next annual meeting of stockholders. Each share of Class B Common Stock shall have one vote in the election of the Voting B Share Directors. Subject to Section B.(5)(ii) of this Article IV, in the election of directors, holders of shares of Common Stock (the "Voting Shares"), shall be entitled to elect the remaining director or directors, if any (the "Voting Share Directors"). The initial Voting Share Director, if any, shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of Voting Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Voting Share Director at the next annual meeting of stockholders. Each share of Common Stock shall have one vote in the election of the Voting Share Directors. For purposes of Sections B.(5)(i), (ii) and (iii) of this Article IV, references to the Expiration Date authorized number of members of the Board of Directors shall not include any directors which the holders of any shares of a series of Preferred Stock have the right to elect voting separately as one or more series. (ii) For purposes of this Section B.(5)(ii) of this Article IV, "Special Voting Rights" means the different voting rights of the holders of Common Stock, on the one hand, and subject the holders of Class B Common Stock, on the other hand, with respect to the terms election of the applicable percentages of the authorized number of members of the Board of Directors as described in Section B.(5)(i) of this AgreementArticle IV. At any time after _____ __, Holder hereby agrees that 2005(2), if approved by the Board of Directors, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyCorporation, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent the holders of at least 66 2/3% of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some outstanding shares of the stockholders of Common Stock and Class B Common Stock, voting together as a class, may vote to eliminate the Company is soughtSpecial Voting Rights (the "Elimination Vote"), in each case, with respect to which any of case the matters described Special Voting Rights provided for in subsections (a) through (dSection B.(5)(i) of this Section 2.4 is to be consideredArticle IV shall have no further force or effect, Holder shall (solely in its capacity as a stockholder and thereafter holders of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the Corporation Common Stock shall have equal voting rights of any class of shares of the Company or materially impedein all respects, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or except as otherwise provided in by law, and shall be entitled to elect the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy total authorized number of members of the Company or any Board of its Subsidiaries or any amendment or other change to the Company’s or any Directors voting together as a single class, with each share of its Subsidiaries’ Organizational Documents; Corporation Common Stock having one vote. ---------- (c2) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement The second anniversary of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiospin-off.

Voting. Prior (a) Each Director shall be entitled to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, cast one vote with respect to which each matter brought before the Board of Directors (or any committee of the matters described in subsections (aBoard of Directors of which such Director is a member) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;approval. (b) against any action, proposal, agreement or transaction The following matters (including any Acquisition Proposal“Major Decisions”) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares shall require an affirmative vote of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation majority of the Contemplated TransactionsBoard of Directors, including (for so long as Fiat retains the Closing and the Merger, or the performance by Holder of its obligations right to designate Directors under this Agreement, including, without limitation: Section 5.3(a)) at least one Fiat Director: (i) any extraordinary corporate transaction, such as the consummation of a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); Chrysler IPO; (ii) any amendment to this Agreement or to any other organizational documents of the Company; (iii) the consummation of any merger, business combination, consolidation, corporate reorganization or any transaction constituting a change of control, by the Company with or into any Entity; (iv) any sale, lease transfer or transfer other disposition (including by way of issuance of Equity Securities of a material amount Subsidiary) of a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or ; (v) a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization business purpose of the Company; (vi) the opening or dividend policy reopening of a major production facility; (vii) any capital expenditure, investment or commitment of the Company or any of its Subsidiaries (or series of related expenditures, investments or commitments) in excess of $250,000,000; (viii) any Liquidation Proceeding; (ix) any proposal or action by the Company that is not in accordance with the Business Plan and/or Annual Operating Budget; (x) to the extent applicable, any other decision over which the Company has granted approval rights to the US Treasury under the US Treasury Loan or any amendment other related agreements or other change to understandings of any Government Entity; and (xi) the Company’s or any determination of its Subsidiaries’ Organizational Documents;initial capital contributions in the Schedule of Members. (c) against The terms and conditions of any actionindebtedness incurred by the Company in the ordinary course of business, proposalsubject to applicable Law and any restrictions imposed by financing agreements (including the US Treasury Loan or legislative or executive or administrative order of any Government Entity), must be approved by an affirmative vote of the majority of the Board of Directors. (d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as otherwise provided by this Agreement, the Shareholder Agreement, the LLC Act, other Law or the Certificate of Formation, all policies and other matters to be determined by the Directors shall be determined by a majority vote of the members of the Board of Directors present at a meeting at which a quorum is present. No Director shall be disqualified from voting on matters as to which such Director or the Persons that elected such Director may have a conflict of interest, whether such matter is a direct conflict of interest in connection with which the Person that elected such Director or any affiliate of such Person will engage in a transaction with the Company or agreement one or more of its Subsidiaries or of another nature; provided that would result in (i) a breach in prior to voting on any respect such matter, such Director shall disclose the fact of any covenant, representation such conflict to the other Directors (other than conflicts arising from such Director’s relationship with the Persons who elected such Director) and the material terms of such transaction and the material facts as to the relationship or warranty or any other obligation or agreement interest of the Company contained in the Merger AgreementPerson that elected such Director or such Person’s affiliate, or of Holder contained in this Agreement; or (ii) any Director may determine to recuse himself or herself from voting on any matter as to which such Director or the Person that elected such Director may have a conflict of the conditions interest, and (iii) no Director shall have any duty to disclose to the consummation Company or the Board of Directors confidential information in such Director’s possession even if it is material and relevant information to the Merger set forth Company and/or the Board of Directors and, in Article VI of any such case, such Director shall not be liable to the Merger Agreement not being fulfilled; and (d) in favor Company or the other Members for breach of any adjournment, recess, delay or postponement duty (including the duty of the Company Stockholder Meeting loyalty and any other fiduciary duties) as may be reasonably requested a Director by the Company Board or the Special Committee in order to seek or obtain approval reason of the adoption such lack of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any disclosure of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiosuch confidential information.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement(a) Each Stockholder shall, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanySeller, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtSeller, in each case, with respect to which any of the matters described in subsections vote (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares then held of record or beneficially owned by proxy, such Stockholder as to which the Stockholder has the right to vote or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of direct the Rollover Shares voting (to the extent the Rollover Shares may vote on the matter in question“Voting Shares”) outstanding as of such record date: (ai) in favor of the adoption Merger, the execution and approval delivery by the Seller of the Merger Agreement and the Merger; approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (bii) against any action, proposal, agreement or transaction (including any proposal relating to an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing Proposal and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Seller under the Merger Agreement, Agreement or of Holder contained which would result in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilled; and. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Voting Shares in favor of a Superior Offer that is submitted for approval by the stockholders of the Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the Seller’s stockholders in accordance with Section 4.3 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Voting Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Voting Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Voting Shares does not agree to take such Voting Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Voting Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Voting Shares except to vote the Voting Shares in accordance with the terms of this Agreement, (iv) deposit such Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Voting Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. (c) Subject to Section 6 hereof, each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) in favor Subject to the terms and conditions of any adjournmentthis Agreement, recess, delay or postponement each of the Company Stockholder Meeting as may parties hereto agrees to use all reasonable efforts to take, or cause to be reasonably requested taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of this Agreement and the Merger Agreement or Agreement. Each party shall promptly consult with the other and provide any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent information and material with respect to (or otherwise to utilize the voting power of), all filings made by such party with any of the Rollover Shares Governmental Authority in a manner that violates or breaches the terms of connection with this Agreement shall be null and void ab initiothe transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have.

Voting. Prior to the Expiration Date Each Restricted Party hereby irrevocably and subject to the terms of this Agreement, Holder hereby unconditionally undertakes and agrees that during the Voting Period, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders members of the Company, however called, including the Company Stockholders’ Meeting including any adjournment, recess adjournment or postponement thereof, thereof (or in connection with any written consent of the Company’s stockholders and in any other circumstance circumstances upon which a vote, consent or other approval (including by written consent in lieu of all or some of the stockholders of the Company a meeting) is sought), each Restricted Party shall, in each case, with respect case to which any of the matters described in subsections fullest extent that its (including its controlled Affiliates’) Covered Shares is entitled to vote thereon: (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover all such Covered Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentquorum, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (iib) 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 Covered Shares (i) in favor of the Transaction and adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company for the consummation of the Transaction and the other transactions contemplated by the Merger Agreement; (ii) in favor of any proposal to adjourn the meeting to a later date, if there are not sufficient affirmative votes (in person or by proxy, or duly execute and deliver or cause ) to be duly executed and delivered a written consent covering, all of obtain the Rollover Shares (to the extent the Rollover Shares may vote Required Company Stockholder Vote on the matter date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in question) outstanding as of such record date: (a) in favor of the adoption and approval a breach of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change result in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger condition set forth in Article VI of the Merger Agreement not being fulfilledsatisfied on a timely basis; and and (div) in favor against any Company Alternative Transaction (or any approval of any adjournmentother proposal, recesstransaction, delay agreement or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary without regard to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of such proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably prevent, delay, or impede the consummation of the Transaction or any other transactions contemplated thereby). For the avoidance of doubt, each Restricted Party shall retain at all times the right to vote any Covered Shares beneficially owned or owned of record by each Restricted Party in its sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Agreement shall be null and void ab initioSection 3 that are at any time or from time to time presented for consideration to the Company’s stockholders.

Voting. Prior All decisions, approvals and other actions of any Partner under this Agreement shall be effected by vote of its representative on the Management Committee. The Management Committee representatives of each Partner, in the aggregate, shall have one vote equal to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting Percentage Interest of the stockholders Partner appointing such representative and shall exercise such vote on behalf of the Company, however called, including any adjournment, recess or postponement thereof, or such appointing Partner in connection with any written consent all matters under this Agreement. (a) All decisions and actions with respect to the Partnership and its business shall be made and taken by the affirmative vote of the Company’s stockholders Partner or Partners holding a Majority acting through their representative on the Management Committee, except as provided in clauses (b) and in (c) of this Section 5.4. (b) In the case of those matters set forth on Schedule 5.4, any other circumstance upon which a votedecision or action with respect to such matters shall be made and taken by unanimous affirmative vote of Partners acting through their representatives on the Management Committee; provided, consent or that the approval of all any such matter set forth on Schedule 5.4 by the MLP Partner shall not require, and shall not be inferred to require, that such matter be referred to, considered or some approved by the conflicts committee of the stockholders board of directors of the Company general partner of the MLP Partner, it being understood that conflicts of interest, if any, shall be addressed in the manner provided in the MLP Partnership Agreement. (c) Notwithstanding clauses (a) and (b) of this Section 5.4, if (i) a material breach or default under a material agreement of the Partnership, (ii) a default or failure to make payment of an obligation of the Partnership or a failure to take other action is soughtlikely to result in the imposition of a lien upon or a seizure or other collection action against a material asset or assets of the Partnership or (iii) a failure to comply with an order of a Governmental Body having jurisdiction directed to the Partnership, in each case, with respect would be reasonably likely to which any have a material adverse effect on the business, operations or financial condition of the matters Partnership, any Partner may require all of the Partners to make a Capital Contribution pursuant to Section 3.2 hereof to cure such default, pay such obligation, comply with such order or take other action in connection therewith by delivering written notice of the other Partner of its intent to require a Capital Contribution pursuant to this Section 5.4(c); provided, the aggregate amount of such required Capital Contribution may be no more than the minimum amount necessary to prevent a default, seizure or noncompliance of the type described in subsections clauses (ai), (ii) through and (diii) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioparagraph.

Voting. Prior (a) Except as set forth in Section 2.1(b), GGL and GSK Finance shall ensure that all Voting Shares owned by GGL, GSK Finance or their controlled Affiliates shall be voted on all matters, at the election of GSK Finance, either (i) in accordance with the recommendation of the Independent Directors of the Board or (ii) in proportion to the Expiration Date and subject to votes cast by the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent holders of the Company’s stockholders Voting Shares. (b) GGL and GSK Finance shall ensure that all Voting Shares owned by GGL, GSK Finance or their controlled Affiliates are voted as set forth in 2.1(a), unless the matter being voted upon involves any of the following: (i) any proposal to issue Equity Securities to one or more parties in one transaction or a series of transactions that result in any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) other circumstance upon than GSK Finance and its Affiliates owning or having the right to acquire or intent to acquire beneficial ownership of Equity Securities with aggregate voting power of greater than 20% or more of the aggregate voting power of all outstanding Equity Securities (for the avoidance of doubt, in no event shall any such proposed issuance covered by this clause (ii) include a sale of the Company’s securities in a public offering); or (ii) any Change in Control. (c) Each of GGL and GSK Finance hereby, on behalf of itself and its controlled Affiliates, appoints the Board as its proxy and each of GGL and GSK Finance hereby, on behalf of itself and its controlled Affiliates, grants to the Board an irrevocable proxy to vote, or execute and deliver written consents or otherwise act with respect to all Voting Shares of the Company now owned or hereafter acquired by GGL, GSK Finance or their controlled Affiliates in the manner in which a each of GGL and GSK Finance is obligated to vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect act pursuant to which any of the matters described in subsections (a) through (d) of this Section 2.4 is 2.1. According to be consideredsuch proxy, Holder shall (solely in each of GGL and GSK Finance, on behalf of itself and its capacity as a stockholder of controlled Affiliates, hereby directs the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn to vote in accordance with the provisions recommendation of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as Independent Directors of the record date for determining stockholders entitled Board, unless and until GSK Finance notifies the Board otherwise. Such proxy shall be irrevocable until this Agreement terminates pursuant to vote at its terms in Section 2.2 or this Section 2.1 is amended to remove such meeting to be counted as present thereat for purposes grant of determining whether a quorum proxy, and is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders coupled with an interest in all Voting Shares of the Company entitled to act owned by consent and (ii) vote GGL, GSK Finance or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Mergertheir controlled Affiliates. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this This Agreement shall be null and void ab initioconstitute the proxy granted pursuant hereto.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) The provisions of this Section 2.4 is to be considered, Holder 5.10 shall (apply solely in its capacity as a stockholder after incurrence of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the Additional Secured Obligations. The provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) Indenture shall apply prior to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, incurrence of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Additional Secured Obligations. (b) against any actionThe Required Secured Parties shall have the right to direct the Collateral Agent, proposalfollowing the occurrence of an Event of Default which is continuing, agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedto foreclose on, or exercise its other rights with respect to, the effect Collateral (or exercise other remedies with respect to the Collateral). For the purposes of which would determining the Required Secured Parties and their directions in accordance with this Section, each Secured Party or its Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably be expectedsatisfactory to the Collateral Agent, setting forth the respective amounts of outstanding principal obligations owing to change in any manner the voting rights of any class of shares of the Company such Secured Parties and their direction or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing vote and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, Collateral Agent shall be fully entitled to rely on such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;certificates. (c) against any action, proposal, transaction Any action taken or agreement that would result in (i) a breach in any respect not taken without the vote of any covenant, representation Secured Party or warranty Secured Parties under this Section 5.10 shall nevertheless be binding on such Secured Party or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andSecured Parties. (d) Except as provided in favor the succeeding sentence or in Section 6, in the case of any adjournmentan Event of Default which is continuing, recessthe Collateral Agent will only be permitted, delay or postponement subject to applicable law, to exercise remedies and sell the Collateral under this Agreement at the direction of the Company Stockholder Meeting as may Required Secured Parties. If the Collateral Agent has asked the Secured Parties for instruction and the applicable Secured Parties have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any liability for the taking, any delay in taking or the failure to take, such actions with regard to a Default or Event of Default which is continuing which the Collateral Agent, in good faith, believes to be reasonably requested by required to promote and protect the Company Board or the Special Committee in order to seek or obtain approval interests of the adoption Secured Parties and to preserve the value of the Merger Agreement or any Collateral and shall give the Secured Parties appropriate notice of such action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent ; provided that once instructions with respect to (or otherwise to utilize such request have been received by the voting power of)Collateral Agent from the applicable Secured Parties, any the actions of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Collateral Agent shall be null governed thereby and void ab initiothe Collateral Agent shall not take any further action which would be contrary thereto.

Voting. All decisions, approvals and other actions of any Member, other than the Operating Member acting in such capacity pursuant to Article 7 or the Preferred Interest Member acting pursuant to Section 5.8, under this Agreement shall be determined by vote of its Representative on the Management Committee. The Representatives shall exercise their votes on behalf of such appointing Member in connection with all matters under this Agreement. (a) Prior to a Voting Change Date, all decisions and actions taken by the Expiration Date Management Committee with respect to the Company and its business shall be made and taken by the affirmative vote of a Majority of the Members acting though their Representatives, subject to clause (c) of this Section 5.4. (b) Following a Voting Change Date, all decisions and actions taken by the Management Committee with respect to the Company and its business shall be made and taken by the affirmative vote of the Member or Members holding a Majority Percentage Interest acting though their Representatives, except for those matters set forth on Schedule 5.4(b) which require unanimous consent of the Members or the affirmative vote of the Member or Members holding a Super-Majority Percentage Interest, and subject to the terms clause (c) of this AgreementSection 5.4. (c) Notwithstanding clauses (a) and (b) of this Section 5.4, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders if (i) a material default under a material agreement of the Company, however called, including any adjournment, recess (ii) a default on or postponement thereof, or in connection with any written consent failure to make payment of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders an obligation of the Company or a failure to take other action is soughtlikely to result in the imposition of a lien upon or a seizure or other collection action against a material asset or assets of the Company or (iii) a failure to comply with an order of a Governmental Authority having jurisdiction over the Company or its assets, in each case, with respect would be reasonably likely to which any of have a material adverse effect on the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredbusiness, Holder shall (solely in its capacity as a stockholder operations or financial condition of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreementany Member may, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or except as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy Section 3.2, require all of the Company Members to make a Capital Contribution pursuant to Section 3.2 hereof to cure such default, pay such obligation, comply with such order or any take other action in connection therewith by delivering written notice to the other Member of its Subsidiaries intent to require a Capital Contribution pursuant to this Section 5.4(c); provided, that the aggregate amount of such required Capital Contribution may be no more than the minimum amount necessary to prevent a default, seizure or any amendment or other change to noncompliance of the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result type described in clauses (i) a breach in any respect of any covenant), representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and and (diii) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioparagraph.

Voting. Prior From and after the date hereof until the earliest to occur of (a) the Expiration Date consummation of the Contribution, (b) the termination of the Contribution Agreement pursuant to and subject to in compliance with the terms set forth therein, (c) the waiver of the condition set forth in the Contribution Agreement requiring Earthstone to obtain the Required Minority Approval in order to consummate the Contribution (without the consent of Stockholder or EnCap Investments, L.P., in their capacities as direct or indirect equityholders of Earthstone), (d) the making of any change, by amendment, waiver, or other modification, by any party, to any provision of the Contribution Agreement that is adverse to Stockholder (without the consent of Stockholder or EnCap Investments, L.P., in their capacities as direct or indirect equityholders of Earthstone) and (e) the mutual written agreement of each of Stockholder, Earthstone and Bold to terminate this AgreementAgreement (such earliest date, Holder the “Expiration Date”), Stockholder irrevocably and unconditionally hereby agrees that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting and each adjourned or postponed meeting) of the stockholders of the CompanyEarthstone’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the CompanyEarthstone’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtstockholders, in each case, at which or pursuant to which Earthstone’s stockholders will vote with respect to which or consent to any of the matters described Majority Approval Matters, Stockholder (in subsections (asuch capacity and not in any other capacity) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as all of the record date for determining stockholders entitled to vote at such meeting Securities to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateSecurities: (a) in favor of the adoption and approval Majority Approval Matters (and, in the event that the Majority Approval Matters are presented as more than one proposal, in favor of each proposal that is part of the Merger Agreement and the MergerMajority Approval Matters); (b) against any actionAlternative Proposal, without regard to the terms of such Alternative Proposal, or any other transaction, proposal, agreement or transaction action made in opposition to adoption of the Contribution Agreement or in competition or inconsistent with the Contribution and the other transactions or matters contemplated by the Contribution Agreement, (including c) against any Acquisition Proposal) other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which would could reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation Contribution or any of the Contemplated Transactions, including other transactions contemplated by the Closing and the Merger, Contribution Agreement or this Agreement or the performance by Holder Stockholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Earthstone or any of its Subsidiaries (other than the Merger)Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of Earthstone or any of its Subsidiaries (other than the Company and its Subsidiaries, taken as a whole, Contribution) or a reorganization, recapitalization or liquidation of the Company Earthstone or any of its Subsidiaries; (iii) an election of new members to the Company Boardboard of directors of Earthstone, other than nominees to the Company Board board of directors of Earthstone who are serving as directors of the Company Earthstone on the date of this Agreement or as otherwise provided in the Merger Contribution Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries Earthstone or any amendment or other change to Earthstone’s certificate of incorporation or bylaws, except (x) as contemplated by the CompanyContribution Agreement or (y) if approved in writing by Bold; or (v) any other material change in Earthstone’s corporate structure or any of its Subsidiaries’ Organizational Documents;business, except if approved in writing by Bold, (cd) against any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Earthstone contained in the Merger Contribution Agreement, or of Holder Stockholder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; , and (de) in favor of any adjournment, recess, delay or postponement other matter necessary for the consummation of the Company Stockholder Meeting as may be reasonably requested transactions contemplated by the Company Board or Contribution Agreement, including the Special Committee in order to seek or obtain approval Contribution and the amendment of the adoption certificate of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to incorporation of Earthstone (or otherwise to utilize the voting power ofclauses (a) through (e), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio“Required Votes”).

Voting. Prior From and after the Closing and until the provisions of this Article VII cease to be effective, the Expiration Date Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the terms remainder of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateArticle VII: (a) in favor the authorized number of directors on the Board of Directors of the adoption and approval of the Merger Agreement and the MergerCompany shall be established at seven directors; (b) against any actiontwo representatives will be designated by SPLN (the "Investor Directors"), proposal, agreement or transaction (including any Acquisition Proposal) who shall initially be Xxxx Xxxxxxx and Xxxxxx Xxxxxxx; The Company will include in each proxy statement pursuant to which the members of the Board of Directors are to be elected such designees and recommend to the shareholders the election of such designees. In the event that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares shareholders of the Company fail to elect or materially impedereelect an Investor Director, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a saleshall create, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Boardextent necessary, other than nominees to the Company Board who are serving as directors of the Company a vacancy on the date Board of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change Directors and elect such Investor Director to the Company’s or any of its Subsidiaries’ Organizational Documentsfill such vacancy; (c) against subject to clause (d) below, the composition of the board of directors of each of the Company's Subsidiaries (a "Sub Board") shall be the same as that of the Board; (d) any action, proposal, transaction committees of the Board or agreement that would result in a Sub Board shall be created and the composition thereof determined only upon a Super Majority Board Vote; (ie) the removal from the Board or a breach in any respect Sub Board (with or without cause) of any covenantrepresentative designated by SPLN shall be at the written request of SPLN, representation or warranty or any but only upon such written request and under no other obligation or agreement of circumstances and the Company contained in shall take no actions to cause or encourage the Merger Agreementremoval of an Investor Director, whether by shareholder vote or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilledotherwise; and (df) in favor of the event that any adjournment, recess, delay or postponement representative designated by SPLN ceases to serve as a member of the Company Stockholder Meeting as may be reasonably requested by Board or a Sub Board during his or her term of office, the Company resulting vacancy on the Board or the Special Committee Sub Board shall be filled by a representative designated by SPLN as provided hereunder. (g) The Company shall pay the reasonable out-of-pocket expenses incurred by each Investor Director in order to seek or obtain approval connection with attending the meetings of the adoption Board, any Sub Board and any committee thereof. Each Investor Director shall be paid the same compensation paid to other non-employee directors. So long as any Investor Director serves on the Board and for three years thereafter, the Company shall obtain and maintain directors and officers indemnity insurance in an amount and scope of coverage not less than that in effect on the date hereof and the Company's articles of incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. The Company shall give SPLN prompt notice of the Merger Agreement Company's receipt of any notice of cancellation, termination, non-renewal or modification of any actionsuch policy, proposal, transaction or agreement necessary nor shall the Company agree to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any modification of the Rollover Shares in a manner that violates or breaches the terms of this Agreement any such policy unless SPLN shall be null and void ab initioconsent.

Voting. Prior to During the Expiration Date and subject to the terms term of this Agreement, Holder hereby agrees that at Parent and the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections Shareholder agree that: (a) through (d) of this Section 2.4 is to The Shareholder shall, and shall cause each Shareholder Affiliate to, be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, at all meetings of shareholders of the Rollover Shares Company so that all Securities having voting rights which are Beneficially Owned by the Shareholder and the Shareholder Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. (i) With respect to the extent election of Directors, the Rollover Shares may Shareholder shall, and shall cause each Shareholder Affiliate to, vote on all Securities Beneficially Owned by the matter in question) outstanding as of such record date: (a) Shareholder and any Shareholder Affiliate in favor of the adoption and approval election of all candidates for Director nominated by the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction Company's Board (including the Shareholder Nominee) and (ii) with respect to any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares proposal initiated by a shareholder of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect relating to the timely consummation redemption of the Contemplated Transactions, including rights issued pursuant to the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Rights Agreement or any modification of its Subsidiaries the Rights Agreement (other than nonbinding precatory resolutions with respect to which subsection (c) hereof shall apply), the Merger); (ii) a saleShareholder shall, lease or transfer of a material amount of assets and shall cause each member of the Company and its SubsidiariesShareholder Group to, taken as a whole, vote all Securities Beneficially Owned by the Shareholder or a reorganization, recapitalization or liquidation any member of the Company or any of its Subsidiaries; (iii) an election of new members to Shareholder Group in accordance with the Company Board, other than nominees to the Company Board who are serving as directors recommendation of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;Board. (c) against With respect to any action, proposal, transaction proposed amendment to the Charter or agreement that By-laws which would result in (i) a breach reasonably have the effect of modifying in any respect way Section 1, Article Twelfth of any covenant, representation or warranty or any other obligation or agreement the Amended Certificate of Incorporation of the Company contained in dated January 15, 1998, electing that Sections 1145 through 1155 of Title 18 of the Merger AgreementOklahoma General Corporation Law (the "Control Share Acquisition Statute") shall not apply to the Company, or of Holder contained in this Agreement; would reasonably cause the Company to become subject to (a) the Control Share Acquisition Statute or (iib) any of the conditions other provisions which are substantially similar to the consummation of Control Share Acquisition Statute, the Merger set forth in Article VI of Shareholder Group shall have the Merger Agreement not being fulfilled; andright to abstain or vote against such amendment. (d) During the term of this Agreement, (i) the Shareholder and each member of the Shareholder Group may vote in favor their sole discretion those shares of Common Stock held by them from time to time that were not acquired as a result of the Conversion of shares of Series D Preferred Stock or otherwise in breach of this Agreement, and (ii) the Shareholder shall, and shall cause each member of the Shareholder Group to, vote all other Securities Beneficially Owned by them that are entitled to vote on such matter in the same proportion (based on total votes) as all Securities voted on any adjournment, recess, delay or postponement such other matter are voted by the shareholders of the Company Stockholder Meeting as may be reasonably requested by other than the Company Board Shareholder or the Special Committee in order to seek or obtain approval any member of the adoption Shareholder Group; provided, however, that the Shareholder and any member of the Merger Agreement Shareholder Group may vote any or any action, proposal, transaction or agreement necessary to consummate all of the Merger. Any attempt Securities Beneficially Owned by Xxxxxx to vote, or express consent or dissent them in their sole discretion with respect to a vote of the Company's shareholders on any transaction or series of transactions which would, if consummated, constitute a Change in Control of the Company. (or otherwise e) At all times the Shareholder Group may exercise in its sole discretion such voting rights as the Series D Preferred Stock may have from time to utilize time pursuant to the Charter and with respect to an amendment to the Charter which would have the effect of modifying the voting power of)powers, any designations, preferences, rights and qualifications, limitations or restrictions of such class or series so as to affect the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioholders thereof adversely.

Voting. Prior During the Term, the Company Securityholder shall: (a) be present, in person or represented by proxy, at each meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of either Apple REIT, however called, so that all of such Company Securityholder’s Subject Shares may be counted for purposes of determining the presence of a quorum at each such Apple REIT shareholders’ meeting; and (b) cast or cause to be cast all votes attributable to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that Subject Shares at the Company Stockholder Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however calledeither Apple REIT, including any adjournment, recess adjournments or postponement postponements thereof, or in connection with any written consent or other vote of the shareholders of an Apple REIT, in favor of (i) with respect to a shareholders’ meeting of the Company’s stockholders , approval and in any other circumstance upon which a vote, consent or approval of all or some adoption of the stockholders Merger Agreement (including any amendments or modifications of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement approved by the boards of directors of the Company, upon the recommendation of the Company Special Committee, that would not materially adversely affect the Company Securityholder in his capacity as beneficial owner of the Subject Shares), the related Plan of Merger, approval of the Merger, each of the other actions contemplated in the Merger Agreement and the other transactions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) with respect to a shareholders’ meeting of Parent, approval of the issuance of the Parent Common Shares to be issued in the Merger, (iii) approval and adoption of any proposal to adjourn or postpone such Change Apple REIT shareholders’ meeting to a later date if there are not sufficient votes for the foregoing matters to be approved at each such meeting on the date on which the Apple REIT shareholders’ meetings are held and (iv) at each such meeting, and at any adjournment or postponement thereof, vote against: (A) any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of Board Recommendation has the transactions contemplated by the Merger Agreement and (B) any Acquisition Proposal (other than the Merger) and any action required in furtherance thereof. (c) The Company Securityholder will retain the right to vote his Subject Shares, in his sole discretion, on all matters other than those described in paragraphs (a) and (b) of this Section 2, and the Company Securityholder may grant proxies and enter into voting agreements or voting trusts for his Subject Shares in respect of such other matters, in each case so long as such other arrangements do not interfere with or prevent the Company Securityholder from complying with his obligations under this Agreement. (d) The Company Securityholder constitutes and appoints each Apple REIT, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 16 (at which point such constitution and appointment shall automatically be revoked), as such Company Securityholder’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to all of the Subject Shares of such Apple REIT at any annual, special or other meeting of the shareholders of such Apple REIT, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the shareholders of such Apple REIT, on the matters and in the manner specified in Section 2(b); provided, however, that the foregoing shall only be effective if the Company Securityholder fails to be counted as present and to vote all of the Subject Shares of each such Apple REIT in accordance with paragraphs (a) and (b) of this Section 2. EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE COMPANY SECURITYHOLDER MAY TRANSFER ANY OF HIS SUBJECT SHARES IN BREACH OF THIS AGREEMENT. The Company Securityholder hereby revokes all other proxies and powers of attorney with respect to any or all of the Subject Shares that may have heretofore been rescinded appointed or otherwise withdrawn granted with respect to the matters covered by Section 2(b), and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by the Company Securityholder with respect thereto on the matters covered by Section 2(b). All authority herein conferred or agreed to be conferred by the Company Securityholder shall survive the death or incapacity of the Company Securityholder and any obligation of the Company Securityholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Company Securityholder. It is agreed that no Apple REIT will use the Irrevocable Proxy granted by the Company Securityholder unless the Company Securityholder fails to comply with Section 2(a) or (b) and that, to the extent an Apple REIT uses any such Irrevocable Proxy, it will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of the Merger Agreementof, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the MergerSection 2(b); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to ending on the terms Standstill Termination Date: (a) the Investors shall (and shall cause their respective Affiliates to) take such action (including without limitation, if applicable, through the execution of this Agreement, Holder hereby agrees that at one or more written consents if stockholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of stockholders of the Company) at each meeting of the stockholders of the CompanyCompany as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, however calleddirectly or indirectly, by it and/or by any of its Affiliates are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of the Company to the other holders of Voting Securities (including any adjournment, recess or postponement thereof, or in connection without limitation with any written consent respect to director elections) of the Company’s stockholders and ; provided, that the foregoing shall not apply in any other circumstance upon which a vote, consent or approval of all or some of the stockholders event that the Board of the Company is sought, recommends that the other holders of Voting Securities vote against the Company’s approval of a “Sale Transaction” (as defined in each case, with respect to which any of the matters described in subsections Joint Development Agreement); and (ab) through (d) of this Section 2.4 is to be considered, Holder the Investors shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (ishall cause their respective Affiliates to) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or duly execute them from time to time may be counted for the purposes of determining the presence of a quorum and deliver voted in accordance with Section 2.5(a) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company. (c) subject to the proviso in Section 2.5(a), the Investors shall (and shall cause their respective Affiliates to) vote (or cause to be duly executed and delivered a voted) or to act by written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares securities of the Company Group Beneficially Owned by it that are not Voting Securities as directed or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect recommended by the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Board of the Company and its Subsidiariesshall cause such other securities to be counted as present for the purposes of establishing a quorum, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioextent applicable.

Voting. Prior to (a) Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the Expiration Date and subject to termination of this Agreement in accordance with the terms of this Agreementhereof, Holder hereby agrees that at the Company Stockholder Meeting or in any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any action by written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders shareholders of the Company is sought, in each case, with respect to which and at any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder duly-called meeting of the Company)’s shareholders, unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) Shareholder shall appear at each any such meeting meeting, in person or cause its representative(s) to appear at such meeting by proxy, or otherwise cause the Rollover Shares outstanding Voted Shares, as of the record date for determining stockholders entitled to vote at such meeting applicable, to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentshall at any such meeting, if anyone is held or otherwise if consents are solicited, of any shares entitled and with respect to provide consent as all of the record date for determining the stockholders Voted Shares, vote in favor of the Company entitled to act by or consent and (ii) vote to, or cause to be votedvoted in favor of or consented to, in person or by proxy, or duly execute the approval and deliver or cause to be duly executed and delivered a written consent covering, all the adoption of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing: (ai) in favor the Share Repurchase Agreement; (ii) the other Transaction Documents, including the Investment Agreement Terminations, the New Shareholders Agreement, the Registration Rights Agreement, the TIPLA Amendment Agreement, the Transition Services Agreement, and the Resolutions of the adoption Board of Directors Establishing and approval Adopting the Designation, Preferences, and Rights of Series A Mandatorily Redeemable Preference Shares of the Merger Agreement Company; (iii) the consummation of the Initial Repurchase and other Transactions; (iv) the MergerQualified Resale (including the issuance of Shares in connection therewith); (v) the IPO Repurchase; (vi) the IPO Sale; (vii) the TIPLA Amendment; (viii) any refinancing of the Facility Agreement; (ix) the adoption of the Amended and Restated Articles; (x) the issuance of the Preference Shares to Yahoo on the terms of the Share Repurchase Agreement; and (xi) any other action or matter necessary or advisable in connection with any of the foregoing, including actions relating to the obtaining of debt or equity financing (including the issuance of any debt or equity securities) for the Initial Repurchase, IPO Repurchase or any financing in connection with a Qualified IPO or any of the other Transactions. (b) against Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the termination of this Agreement in accordance with the terms hereof, such Shareholder shall provide consent and vote in favor of any actionTransaction Related Matter presented to it, proposalin its capacity as a shareholder of the Company, agreement under Article III of the 2007 Shareholders Agreement or transaction Article III of the 2005 Shareholders Agreement, as the case may be, or, following the Initial Repurchase Closing, Article III of the New Shareholders Agreement. (c) Each Shareholder, severally and not jointly, hereby covenants and agrees, until the termination of this Agreement in accordance with the terms hereof, at any meeting of Company’s Board of Directors (the “Board”) held in connection with the Share Repurchase Agreement or any other duly called meeting of the Board in which resolutions relating to Transaction-Related Matters are proposed, and in any action by written consent of the Board to cause the SOFTBANK Designee(s) (as defined in the 2005 Shareholders Agreement) and the SB Designee (as defined in the New Shareholders Agreement) or the Management Members Designee(s) (as defined in the 2005 Shareholders Agreement) and the Management Members Designees (as defined in the New Shareholders Agreement), as applicable, and any of the representatives of such Shareholder on the Board, to be present at such Board Meetings and to be counted as present thereat for purposes of establishing a quorum and, if one is held or otherwise if consents are solicited, to vote in favor of, and not to oppose or abstain with respect to, any Transaction-Related Matter. (d) Each Shareholder hereby irrevocably waives any rights that it has or may have (including any Acquisition Proposal) that would reasonably be expectedwithout limitation pre-emptive rights, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares first offer and tag-along rights) under the 2007 Shareholders Agreement, the 2005 Shareholders Agreement, and/or the existing Organizational Documents of the Company or materially impedein connection with any and all Transaction-Related Matters. (e) Each Shareholder, interfere withseverally and not jointly, delay, postpone, frustrate, discourage or adversely affect hereby agrees to execute and deliver the timely consummation New Shareholders Agreement at the Initial Repurchase Closing in accordance with the terms of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Share Repurchase Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members . Each Shareholder hereby consents to the Company Boardentering into the Share Repurchase Agreement. (f) Each Shareholder, other than nominees severally and not jointly, hereby agrees until the termination of this Agreement in accordance with its terms, not to commit or agree to take any action inconsistent with this Section 1 prior to the Company Board who are serving as directors termination of the Company on Share Repurchase Agreement or the date completion of the Closing. (g) Notwithstanding any other provision of this Agreement or as otherwise provided the Share Repurchase Agreement, SB and its Affiliates shall not, with respect to any Voted Shares, by the operation of Section 1 hereof, (i) be deemed to have voted in favor of or consented to, or be obligated to cause to be voted in favor of or consented to, or be required to cause the Merger Agreement; SOFTBANK Designee(s) or the SB Designee to vote in favor of or consent to, the approval or adoption of any equity financing, including any Subsequent Equity Financing or Replacement Equity Financing and the issuance of any Equity Interests in connection therewith or (ivii) waive or be deemed to have waived any material change in rights under the present capitalization or dividend policy 2007 Shareholders Agreement, the 2005 Shareholders Agreement and/or the Organizational Documents of the Company in connection with any such equity financing, in each case other than the issuance of Equity Interests in connection with the Initial Repurchase and Qualified Resale. (h) For the avoidance of doubt, each Shareholder, as applicable, shall retain at all times the right to vote the Voted Shares, and to cause the SOFTBANK Designee(s) or the SB Designee and the Management Member Designee(s) or the Management Member Designee to act in such Shareholder’s sole discretion and without any of its Subsidiaries other limitations on matters other than those set forth in this Section 1 that are at any time or any amendment or other change from time to time presented for consideration to the Company’s shareholders or any of its Subsidiaries’ Organizational Documents;the Board, as applicable. (c) against any action, proposal, transaction or agreement that would result in (i) Each Shareholder shall cause each of its Subordinate Shareholders to act in accordance with this Agreement as if such Subordinate Shareholder were a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of party to this Agreement as a Shareholder. “Subordinate Shareholders” has the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger meaning set forth in Article VI of the Merger Agreement not being fulfilled; and (d) 2005 Shareholders Agreement, 2007 Shareholders Agreement, and New Shareholders Agreement, as in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order effect from time to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiotime.

Voting. Prior to Except as otherwise provided by law, the Expiration Date and subject to the terms of this AgreementCertificate or these By-laws, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Companystockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a every stockholder of the Company), unless the Company Board and the Special Committee has made a Change Corporation shall be entitled to one vote in person or by proxy for each share of Board Recommendation in compliance with the terms Common Stock of the Merger Agreement Corporation held by him and such Change of Board Recommendation has not been rescinded or otherwise withdrawn registered in accordance with his name on the provisions books of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) Corporation on the date fixed pursuant to appear at such meeting or otherwise cause the Rollover Shares outstanding Section 6.7 of Article VI as of the record date for determining the determination of stockholders entitled to vote at such meeting meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be counted as present thereat for purposes of determining whether a quorum is present and respond entitled to each request vote, unless, in the transfer by the Company for written consent, if any, of any shares entitled to provide consent as pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. If shares or other securities having voting power stand in the record date for determining of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the stockholders entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the Company entitled instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of voting shall have the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing effect: (a) in favor of the adoption and approval of the Merger Agreement and the Mergerif only one votes, his act binds all; (b) against any actionif more than one votes, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares act of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger)majority so voting binds all; (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;and (c) against if more than one votes, but the vote is evenly split on any actionparticular matter, proposalsuch shares shall be voted in the manner provided by law. If the instrument so filed shows that any such tenancy is held in unequal interests, transaction a majority or agreement that would result even-split for the purposes of this Section 2.7 shall be a majority or even-split in (i) a breach interest. The Corporation shall not vote directly or indirectly any share of its own capital stock. Any vote of stock may be given by the stockholder entitled thereto in any respect of any covenantperson or by his proxy appointed by an instrument in writing, representation subscribed by such stockholder or warranty or any other obligation or agreement by his attorney thereunto authorized, delivered to the secretary of the Company contained meeting; PROVIDED, HOWEVER, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. At all meetings of the stockholders, all matters (except where other provision is made by law, the Certificate or these By-laws) shall be decided by the vote of a majority in interest of the Merger Agreementstockholders present in person or by proxy at such meeting and entitled to vote thereon, a quorum being present. Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot. Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioshares voted.

Voting. (a) Prior to the Expiration Date and subject to date on which this Agreement is terminated in accordance with its terms (the terms of this Agreement“Voting Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders Company Equity Holders, and in each written consent or resolutions of any of the CompanyCompany Equity Holders in which the Restricted Party is entitled to vote or consent, however called, including any adjournment, recess the Restricted Party hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or postponement thereofby proxy), or consent to any action by written consent or resolution with respect to, as applicable, any limited liability company or other equity interests of the Company which the Restricted Party beneficially owns, holds or over which the Restricted Party otherwise has voting power (the “Units”) (i) in favor of, and adopt, the Merger Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents, (ii) in favor of the other matters set forth in the Merger Agreement to the extent required for the Company to carry out its obligations thereunder, and (iii) vote the Units in opposition to: (A) any Acquisition Proposal and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger or any of the other Transactions or (y) which are in competition with or materially inconsistent with the Merger Agreement or the Transaction Documents or (B) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. (b) The Restricted Party agrees not to deposit, and to cause its Affiliates not to deposit, any Units owned by the Restricted Party or the Restricted Party’s Affiliates in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of such Units, unless specifically requested to do so by the Company and Parent in connection with the Merger Agreement, the Transaction Documents or the Transactions. (c) The Restricted Party agrees, except as contemplated by the Merger Agreement or the Transaction Documents, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any limited liability company or other equity interests of the Company in connection with any written consent vote or other action with respect to the Transactions, other than to recommend that the Company Equity Holders vote in favor of the adoption of the Merger Agreement, the Transaction Documents and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 6). (d) The Restricted Party agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Merger Agreement, the Transaction Documents, the Merger or any of the other Transactions. (e) The Restricted Party agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without Parent’s and the Company’s stockholders and prior written consent, (A) make or attempt to make any Prohibited Transfer (but for purposes of this Section 6(e), including Units within the term “Restricted Securities” in the definition of “Prohibited Transfer”), except to an Affiliate who agrees to be bound by this Section 6; (B) grant any other circumstance upon which a vote, consent proxies or approval powers of attorney with respect to any or all or some of the stockholders Units; or (C) take any action with the intent to prevent, impede, interfere with or adversely affect the Restricted Party’s ability to perform its obligations under this Section 6. The Company hereby agrees to reasonably cooperate with Parent in enforcing the transfer restrictions set forth in this Section 6. (f) The Restricted Party hereby represents and warrants to Parent and the Company that as of the date hereof, the Restricted Party has beneficial ownership over the type and number of the Units set forth under the Restricted Party’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. (g) In the event of any equity dividend or distribution, or any change in the equity interests of the Company is soughtby reason of any equity dividend or distribution, in each caseequity split, with respect recapitalization, combination, conversion, exchange of equity interests or the like, the term “Units” shall be deemed to refer to and include the Units as well as all such equity dividends and distributions and any securities into which or for which any or all of the matters described Units may be changed or exchanged or which are received in subsections such transaction. The Restricted Party agrees during the Voting Period to notify Parent promptly in writing of the number and type of any additional Units acquired by the Restricted Party, if any, after the date hereof. (ah) through (d) During the Voting Period, the Restricted Party agrees to provide to Parent, the Company and their respective Representatives any information regarding the Restricted Party or the Units that is reasonably requested by Parent, the Company or their respective Representatives and required in order for the Company to comply with Sections 5.10 and 5.11 of this Section 2.4 is the Merger Agreement. The Restricted Party agrees to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms bound by Section 11.15 of the Merger Agreement as if it were a party thereto. To the extent required by applicable Law, the Restricted Party hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), the Restricted Party’s identity and ownership of the Units and the nature of the Restricted Party’s commitments and agreements under this Agreement, the Merger Agreement and any other Transaction Documents; provided that such Change of Board Recommendation has not been rescinded or otherwise withdrawn disclosure is made in accordance compliance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangementSections 5.3, debt or equity financing5.10, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company 5.11 and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio11.15 thereof.

Voting. Prior to During the Expiration Date Support Period (as defined below), each Stockholder hereby covenants and subject to the terms of this Agreement, Holder hereby agrees that as follows: (i) at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance circumstances upon which a votevote with respect to the Merger Agreement, consent the Merger or approval of all or some of any other transaction contemplated by the stockholders of the Company Merger Agreement is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Stockholder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, ): (iA) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting each Subject Share listed on Schedule A across from its name to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent quorum; and (iiB) vote (or cause to be voted) the Subject Shares listed on Schedule A across from its name, to the extent the Subject Shares may vote on the matter in question, in person favor of obtaining the Company Stockholder Approval and the other transactions contemplated by the Merger Agreement, including the approval and adoption of the Merger, the Merger Agreement or by proxyany related action reasonably required in furtherance thereof; (ii) at any meeting of stockholders of the Company, however called, or duly execute and deliver in any other circumstances upon which a vote with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, each Stockholder shall (solely in its capacity as a stockholder of the Company) vote (or cause to be duly executed and delivered a written consent covering, all of voted) the Rollover Subject Shares listed on Schedule A across from its name (to the extent the Rollover Subject Shares may vote on the matter in question) outstanding as of such record date: against (aA) in favor of the adoption and approval of any Acquisition Proposal (other than the Merger Agreement and the Merger; ), or (bB) against any action, proposal, agreement or transaction (including any Acquisition Proposal) action that would reasonably be expectedexpected to prevent, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company materially delay or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect impair the timely consummation of the Contemplated Transactions, including the Closing and the Merger, Merger or the performance other transactions contemplated by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or , including any amendment or other change to of the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement organizational documents that would result in (i) a breach in any respect reasonably be expected to prevent, materially delay or materially impair the ability of any covenant, representation Parent or warranty or any other obligation or agreement of Merger Subsidiary to complete the Company contained in the Merger AgreementMerger, or of Holder contained in this Agreement; that would or (ii) any of the conditions would reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger set forth Merger; and (iii) other than pursuant to this Voting Agreement, each Stockholder shall not, directly or indirectly, (A) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement, understanding or agreement with respect to the sale, transfer, pledge, assignment or other disposition of, or limitation on the voting rights of, or any economic interest in Article VI (any such action, a “Transfer”) any Subject Shares or Subject Units to any Person other than pursuant to the Merger, provided that such Stockholder shall be permitted to Transfer any Subject Shares or Subject Units to its Affiliates, in each case, if and only if such Affiliates agree in writing (the form and substance of which is reasonably acceptable to Parent) to be bound by all terms in this Voting Agreement with respect to such Subject Equity, (B) enter into any voting arrangement, whether by proxy, power of attorney, voting trust, voting agreement or otherwise, with respect to any Subject Equity, or (C) commit or agree to take any of the foregoing actions. The “Support Period” shall commence on the date hereof and continue until (and terminate upon) the first to occur of (1) the Effective Time, (2) the valid termination of the Merger Agreement not being fulfilled; and in accordance with its terms, or (d3) in favor the time (if any) at which the Board of any adjournment, recess, delay or postponement Directors of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee shall have made an Adverse Recommendation Change in order to seek or obtain approval of the adoption of accordance with the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioAgreement.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, Investment Related Property in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Credit Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, that upon the occurrence and during the continuation of an Event of Default, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, upon the occurrence and during the continuation of an Event of Default, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right referred to in the first proviso above; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and void ab initio.no notice of any such voting or consent need be given to the Collateral Agent; and (ii) Upon the occurrence and during the continuation of an Event of Default: (1) subject to clause (b)(i) above, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1; and

Voting. Prior to From and after the Expiration Date date of this Agreement until the earliest of (a) the consummation of the Merger (including the occurrence of the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and subject to (c) the terms entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this Agreement), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting written waiver of the stockholders Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock in connection with the Merger, which extends the Termination Date (beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date), or which modifies in any material respect Article II or Article VII of the Merger Agreement (as it exists on the date of this Agreement) in a manner that is adverse to any of the Stockholders (such earliest date, the “Expiration Date”), each Stockholder, in its, his or her capacity as a stockholder of the Company, irrevocably and unconditionally hereby agrees, subject to Section 1.5, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a votestockholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Stockholder will (i) appear at each such meeting (in person or cause its representative(sby proxy) to appear at such meeting or otherwise cause all of its, his or her Existing Shares and any other shares of Company Common Stock or Company Convertible Preferred Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date of this Agreement (including any shares of Company Common Stock or Company Convertible Preferred Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options or other rights to acquire Company Common Stock or Company Convertible Preferred Stock or the conversion of any convertible securities, the vesting of equity awards or otherwise, including the Company Convertible Preferred Stock) (collectively, the “New Shares,” and together with the Existing Shares, the “Shares”), which it, he or she owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the approval of the transactions contemplated thereby and by the other Transaction Documents, including the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action, proposal, agreement action or transaction (including any proposal in favor of an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members regard to the Company Boardterms of such Acquisition Proposal, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or and (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cD) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenantreasonably be likely to prevent, representation materially impede or warranty materially delay the Company’s or any other obligation or agreement of Parent’s ability to consummate the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any actionother Transaction Document, proposal, transaction or agreement necessary to consummate including the Merger. Any attempt Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by Xxxxxx to voteproxy or written consent, if applicable), in its, his or express consent her sole discretion, in favor of, against or dissent abstain with respect to (any matters that are, at any time or otherwise from time to utilize time, presented for consideration to the voting power of), Company’s stockholders. Nothing in this Agreement shall require any of the Rollover Shares Stockholders to vote in any manner with respect to any amendment or modification to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that violates (a) results in a decrease in, or breaches change in the terms composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock in connection with the Merger, (b) extends the Termination Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date, or (c) modifies in any material respect Article II or Article VII of the Merger Agreement shall be null and void ab initio(as it exists on the date of this Agreement) in a manner that is adverse to any of the Stockholders.

Voting. Prior (a) Stockholder hereby agrees that, prior to the Expiration Date and subject to the terms of this AgreementDate, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyNanogen, however called, including and in any adjournment, recess or postponement thereof, or in connection with any action by written consent of the Company’s stockholders and of Nanogen or in any other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, unless otherwise directed in each casewriting by Elitech, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Stockholder shall (solely in its capacity as the case of a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (imeeting) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) shall vote or cause to be voted, in person or, if applicable, give consent or approval with respect to, any and all Subject Shares Beneficially Owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all Stockholder as of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as record date of such record date: (a) meeting or consent, in favor of (i) the Acquisition, (ii) the execution and delivery by Nanogen of the Share Exchange Agreement, (iii) the adoption and approval of the Merger Share Exchange Agreement and the Merger;terms thereof, (iv) the adoption and approval of each of the other actions contemplated by the Share Exchange Agreement, and (v) the adoption and approval of any action in furtherance of any of the foregoing. (b) For so long as this Agreement is in effect, at any meeting of stockholders of Nanogen, however called, and in any action by written consent of the stockholders of Nanogen or in any other circumstances upon which a vote, consent or other approval is sought, Stockholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of the Subject Shares Beneficially Owned by Stockholder as of the record date of such meeting or consent, against any actionamendment to Nanogen’s articles of organization or bylaws, proposalor any other amendment, agreement proposal or transaction (including any Acquisition Proposal) that involving Nanogen, which amendment, proposal or transaction would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage prevent or adversely affect nullify the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Share Exchange Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change which is reasonably likely to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to Nanogen’s obligations under the consummation of the Merger set forth in Article VI of the Merger Share Exchange Agreement not being fulfilled; and. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding, directly or indirectly, with any Person to vote, grant any proxy, or give instructions in any manner inconsistent with Sections 2(a) and (b). (d) This Agreement shall apply to Stockholder solely in favor Stockholder’s capacity as a stockholder of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee Nanogen. Nothing in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null prevent Stockholder from (i) acting in Stockholder’s capacity as a director or officer of Nanogen or in any other capacity, or (ii) voting in Stockholder’s sole discretion on any matter other than those matters specifically listed in Sections 2(a) and void ab initio(b).

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, Investment Related Property in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein, in the Merger Agreement; Intercreditor Agreement or (iv) any material change in the present capitalization Second Lien Credit Agreement, each Grantor shall be entitled to exercise or dividend policy of refrain from exercising any and all voting and other consensual rights pertaining to the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Second Lien Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement, the Intercreditor Agreement and the Second Lien Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Second Lien Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and void ab initiono notice of any such voting or consent need be given to the Collateral Agent; and (ii) Subject to the Intercreditor Agreement, upon the occurrence and during the continuation of an Event of Default and upon two (2) Business Days prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’s intention to exercise such rights: (1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

Voting. Prior to From the Expiration Date and subject to date hereof through the terms of this AgreementStandstill Termination Date, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders shareholders of the Company, however called, including the Holders shall cause all Voting Securities beneficially owned by any adjournment, recess or postponement thereof, or in connection with any written consent member of the Company’s stockholders Xxxxxxx Group, and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any such member has voting rights on the applicable record date, to be present at such meeting for purposes of the matters described in subsections establishing a quorum and to be voted (a) through for the director nominees recommended by the Board, provided that the Company has complied with Sections 1.01(c) and (d) of this Section 2.4 is to be consideredabove, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actiondirector nominees proposed in opposition to the nominees of the Board at any such meeting and (c) in accordance with the recommendation of the Board on any other proposals or matters to be voted on by the shareholders, proposalunless, agreement as relates to any proposals other than the election or transaction removal of directors, Institutional Shareholder Services, Inc. (including “ISS”) recommends otherwise, in which case the Holders shall be permitted to vote all of their respective Voting Securities in accordance with the ISS recommendation. Notwithstanding the foregoing, nothing herein shall prevent the Holders from voting their respective Voting Securities as they see fit on any Acquisition Proposal) that would reasonably be expectedproposals related to a merger, acquisition or disposition of all or substantially all of the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares assets of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or Company. No later than five business days prior to each such meeting of shareholders, the Holders shall cause all Voting Securities beneficially owned by any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets member of the Company Xxxxxxx Group to be voted in accordance with this Article II. No Holder shall, and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation each Holder agrees to cause each member of the Company Xxxxxxx Group not to, revoke or change any vote or instruction to vote in connection with any such meeting of its Subsidiaries; (iii) an election shareholders unless such revocation or change is required or permitted in accordance with the first sentence of new members to this Article II. Each Holder agrees and acknowledges that this paragraph constitutes a valid and binding voting agreement made in accordance with the Texas Business Organizations Code and has been noted conspicuously on any Voting Securities held by them or that this Agreement constitutes written notice from the Company Boardthereof. Each Holder agrees that it shall not withdraw, other than nominees contest, challenge or seek to withdraw, contest or challenge the Company Board who are serving as directors of the Company on the date validity or effectiveness of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioagreement.

Voting. Prior to (a) Except as may be otherwise required by law or by the Expiration Date and subject to the terms provisions of this AgreementRestated Certificate of Incorporation or the Bylaws of the Company, Holder hereby agrees that at the Company Stockholder Meeting or holders of the Class B Common Stock shall vote together with the holders of the Class A Common Stock as a single class on every matter coming before any other annual or special meeting of the stockholders or otherwise to be acted upon by the stockholders, subject to any voting rights which may be granted to holders of any other class or series of Preferred Stock. So long as any Class B Common Stock is outstanding, the Corporation shall not (x) without the affirmative vote of 66 2/3% of the Companyshares of Class A and Class B Common Stock outstanding, however calledvoting as a single class, including effect any adjournmentamendments to this Restated Certificate of Incorporation, recess or postponement thereofany mergers, consolidations, reorganizations, or in connection with any written consent sales of assets requiring stockholder approval under the Company’s stockholders and in any other circumstance upon which a vote, consent DGCL or approval dispositions of all or some substantially all of the stockholders Corporation's assets, or any liquidation, dissolution or winding up of the Company is soughtCorporation, in each case, with respect to which any or (y) without the affirmative vote of a majority of the matters described in subsections shares of Class B Common Stock outstanding, voting as a separate class, and the affirmative vote of 66 2/3% of the shares of Class A and Class B Common Stock, voting as a single class, amend any provision of this paragraph (a) through of Section 2 relating to the Common Stock. (db) The Board of Directors of the Corporation shall consist of at least twelve members and no more than fifteen members as established from time to time by resolution of the Board of Directors, except that such numbers are subject to automatic adjustment as necessary, under those circumstances and during those time periods that holders of any other class or series of the Corporation's outstanding Preferred Stock have rights to elect members of the Board of Directors (the "Preferred Stock Directors"), as set forth in this Section 2.4 is Restated Certificate of Incorporation or in the resolution of the Board of Directors establishing and designating such series and fixing and determining the relative rights and preferences thereof. So long as any shares of Class B Common Stock are outstanding, the holders of the Class B Common Stock, as such holders, shall be entitled to be considered, Holder shall (solely in its capacity vote as a stockholder separate class for the election of the Companygreater of (x) three directors of the Corporation and (y) that whole number of directors that is closest to but not less than 20% of the total number of directors (the "Class B Directors") and the holders of the Class A Common Stock shall be entitled to vote as a separate class for the remaining directors of the Corporation (the "Class A Directors"), unless excluding Preferred Stock Directors, if any. At such time as no Class B Common Stock is outstanding, the Company term of all Class B Directors shall immediately end. (c) For purposes of electing Class B Directors, the Board and the Special Committee has made of Directors will nominate such individuals as may be specified by a Change of Board Recommendation in compliance with the terms majority vote of the Merger Agreement and such Change then existing Class B Directors or, if there are no Class B Directors, by holders of Board Recommendation has not been rescinded or otherwise withdrawn a majority of the Class B Common Stock. The remaining directors will be nominated in accordance with the provisions Corporation's Bylaws. (d) At any meeting having as a purpose the election of directors by holders of the Merger AgreementCommon Stock, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresence, in person or by proxy, of the holders of a majority of the shares of the relevant class or duly execute classes of Common Stock then outstanding shall be required and deliver be sufficient to constitute a quorum of such class or cause classes for the election of any director by such holders. Each director shall be elected by the vote or written consent required under the DGCL of the holders of such class or classes. At any such meeting or adjournment thereof, (i) the absence of a quorum of such holders of an applicable class of Common Stock shall not prevent the election of the directors to be duly executed elected by the holders of shares other than such class of Common Stock, and delivered (ii) in the absence of such quorum (either of holders of such class of Common Stock or of shares other than such class of Common Stock, or both), a written consent covering, all majority of the Rollover Shares (to the extent the Rollover Shares may vote on the matter holders, present in question) outstanding as of such record date: (a) in favor person or by proxy, of the adoption and approval class or classes of stock which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. All of the Merger Agreement and holders of Class A Common Stock that are entitled to vote at an election of Class A Directors shall have the Merger; (b) against any actionright to vote, proposalin person or by proxy, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class number of shares of the Company Class A Common Stock owned by him or materially impede, interfere with, delay, postpone, frustrate, discourage her for as many persons as there are Class A Directors to be elected and for whose election he or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as she has a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx right to vote, or express to cumulate the votes by giving one candidate as many votes as the number of such Class A Directors multiplied by the aggregate number of votes shall equal, or by distributing such votes on the same principle among any number of such candidates. All of the holders of Class B Common Stock that are entitled to vote at an election of Class B Directors shall have the right to vote, in person or by proxy, the number of shares of Class B Common Stock owned by him or her for as many persons as there are Class B Directors to be elected and for whose election he or she has a right to vote, but in no event shall he or she be permitted to cumulate his or her votes for one or more Class B Directors. (e) Any vacancy in the office of a class of director may be filled by the remaining directors of such class, unless such vacancy occurred because of the removal (with or without cause) of a director or all offices of a class of directors are vacant, in which event such vacancy or vacancies shall be filled by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of Common Stock. Any or all of the directors may be removed, with or without cause, by vote or by written consent in each case in accordance with Section 141 of the DGCL by the holders of the applicable class of Common Stock and not otherwise. Any director elected to fill a vacancy shall serve the same remaining term as that of his or dissent her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. (f) Without the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, the Corporation may not effect any change in the rights, privileges or preferences of the Class B Common Stock. This provision shall not be applicable to any amendment to this Restated Certificate of Incorporation or adoption of resolutions of the Board of Directors which establishes or designates one or more classes or series of Preferred Stock in accordance with Article FOURTH, Division A. (g) With respect to (actions by the holders of Class B Common Stock upon those matters on which such holders are entitled to vote as a separate class, such actions may be taken without a stockholders meeting, and without any action by the holders of Class A Common Stock if no approval or otherwise action by the holders of Class A Common Stock is required pursuant to utilize this Restated Certificate of Incorporation either voting as a separate class or together with the holders of Class B Common Stock acting as a single class, by the written consent of holders of the Class B Common Stock who would be entitled to vote at a meeting those shares having voting power of), any to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock entitled to vote were present and voted. Notice shall be given in accordance with the applicable provisions of the Rollover Shares in DGCL of the taking of corporate action without a manner that violates or breaches meeting by less than unanimous written consent to those holders of Class B Common Stock on the terms of this Agreement shall be null and void ab initiorecord date whose shares were not represented on the written consent.

Voting. Prior to (i) Except as may be otherwise required by law or by the Expiration Date and subject to the terms provisions of this AgreementArticle 4, Holder hereby agrees that at Paragraph 2C.(3)(c), the Company Stockholder Meeting or holders of the Class B Common Stock shall vote together with the holders of the Class A Common Stock as a single class on every matter coming before any other annual or special meeting of the stockholders shareholders or otherwise to be acted upon by the shareholders, subject to any voting rights which may be granted to holders of any other class or series of Preferred Stock. So long as any Class B Common Stock is outstanding, the corporation shall not amend (x) Section 7 of Article III or Article X of the Companycorporation's By-laws (unless such amendment shall be approved by a majority of the Class B directors present at the meeting where such amendment is considered and a majority of the Directors then in office) or effect any mergers, however calledconsolidations, including any adjournment, recess or postponement thereofreorganizations, or in connection with any written consent sales of assets requiring shareholder approval under the Company’s stockholders and in any other circumstance upon which a vote, consent IBCA or approval disposition of all or some substantially all of the stockholders corporation's assets without the affirmative vote of 66 2/3% of the Company is soughtshares of Common Stock outstanding, in each casevoting as a single class or (y) any provision of this Article 4, with respect Paragraph 2C.(3)(c)(i) relating to which any the Common Stock without the affirmative vote of 66 2/3% of the matters described in subsections (a) through (d) shares of this Section 2.4 is to be consideredClass B Common Stock outstanding, Holder shall (solely in its capacity voting as a stockholder separate class, and the affirmative vote of a majority of the Companyshares of Class A and Class B Common Stock, voting as a single class. (ii) The Board of Directors of the corporation shall consist of at least twelve members and no more than fifteen members as established from time to time by resolution of the Board of Directors, except that such numbers are subject to automatic adjustment as necessary, under those circumstances and during those time periods that holders of any other class or series of the corporation's outstanding Preferred Stock have rights to elect members of the Board of Directors (the "Preferred Stock Directors"), unless as set forth in these Articles of Incorporation or in the Company resolution of the Board of Directors establishing and designating such series and fixing and determining the relative rights and preferences thereof. So long as any shares of Class B Common Stock are outstanding, the holders of the Class B Common Stock, as such holders, shall be entitled to vote as a separate class for the election of three directors of the corporation (the "Class B Directors") and the Special Committee has made a Change of Board Recommendation in compliance with the terms holders of the Merger Agreement and Class A Common Stock shall be entitled to vote as a separate class for the remaining directors of the corporation (the "Class A Directors"), excluding Preferred Stock Directors, if any. At such Change time as no Class B Common Stock is outstanding, the term of all Class B Directors shall immediately end. (iii) For purposes of electing Class B Directors, the Board Recommendation has not been rescinded or otherwise withdrawn of Directors will nominate such individuals as may be specified by a majority vote of the then existing Class B Directors or, if there are no Class B Directors, by holders of a majority of the Class B Common Stock. The remaining directors will be nominated in accordance with the provisions corporation's Bylaws. (iv) At any meeting having as a purpose the election of directors by holders of the Merger AgreementCommon Stock, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresence, in person or by proxy, of the holders of a majority of the shares of relevant class of Common Stock then outstanding shall be required and be sufficient to constitute a quorum of such class for the election of any director by such holders. Each director shall be elected by the vote or duly execute and deliver written consent required under the IBCA of the holders of such class. At any such meeting or cause adjournment thereof, (i) the absence of a quorum of such holders of an applicable class of Common Stock shall not prevent the election of the directors to be duly executed elected by the holders of shares other than such class of Common Stock, and delivered (ii) in the absence of such quorum (either of holders of such class of Common Stock or of shares other than such class of Common Stock, or both), a written consent coveringmajority of the holders, present in person or by proxy, of the class or classes of stock which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (v) Any vacancy in the office of a class of director may be filled by the remaining directors of such class, unless such vacancy occurred because of the removal (with or without cause) of a director, in which event such vacancy shall be filled by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of Common Stock. Any or all of the Rollover Shares (directors may be removed, with or without cause, by vote or by written consent in each case in accordance with Section 8.35 of the IBCA by the holders of the applicable class of Common Stock and not otherwise. Any director elected to fill a vacancy shall serve the extent the Rollover Shares may vote on the matter in question) outstanding same remaining term as that of such record date:his or her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. (avi) in favor Without the affirmative vote of the adoption and approval holders of at least 66 2/3% of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of outstanding shares of the Company Class B Common Stock or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation written consent of such holders of the Contemplated TransactionsClass B Common Stock, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) corporation may not effect any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization rights, privileges or dividend policy preferences of the Company or any of its Subsidiaries or Class B Common Stock. This provision shall not be applicable to any amendment or other change to the Company’s Articles of Incorporation or any adoption of its Subsidiaries’ Organizational Documents;resolutions of the Board of Directors which establishes or designates one or more classes or series of Preferred Stock in accordance with Article 4, Paragraph 2B.(1). (cvii) against any actionWith respect to actions by the holders of Class B Common Stock upon those matters on which such holders are entitled to vote as a separate class, proposal, transaction or agreement that would result in (i) such actions may be taken without a breach in any respect shareholders meeting by the written consent of any covenant, representation or warranty or any other obligation or agreement holders of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions Class B Common Stock who would be entitled to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.vote at a

Voting. Prior For so long as the Majority Approved Holders have the right to the Expiration Date and subject designate a director for nomination pursuant to the terms of this AgreementSection 1.1(b), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, however called, including any adjournment, recess Company and at every postponement or postponement adjournment thereof, or in connection with any written consent each Stockholder shall take such action as may be required so that all of the Company’s stockholders shares of Series A Preferred Stock or Common Stock beneficially owned, directly or indirectly, by such Stockholder and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat of stockholders are voted (i) in favor of each director nominated or recommended by the Board for purposes election at any such meeting (provided that such nomination is not inconsistent with Section 1.1(b)), and against the removal of determining whether a quorum any director who has been elected following nomination or recommendation by the Board, (ii) against any stockholder nomination for director that is present not approved and respond to each request recommended by the Board for election at any such meeting, (iii) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company for written consent, if any, of any shares entitled relating to provide consent as equity compensation that has been approved by the Board or the Compensation & Leadership Committee of the record date for determining the stockholders Board (or any successor committee, however denominated), (iv) in favor of the Company entitled to act by consent Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, and (iiv) in accordance with the recommendation of the Board with respect to any proposed merger, business combination or similar transaction between the Company and any other Person, but no Stockholder shall be under any obligation to vote in the same manner as recommended by the Board or cause in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b), each Stockholder shall take such action as may be votedrequired so that such Stockholder is present, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all at each meeting of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets stockholders of the Company and its Subsidiaries, taken as a whole, at every postponement or a reorganization, recapitalization or liquidation adjournment thereof so that all of the Company shares of Series A Preferred Stock or any Common Stock beneficially owned, directly or indirectly, by such Stockholder may be counted for the purposes of its Subsidiaries; (iii) an election determining the presence of new members to a quorum and voted in accordance with the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date terms and conditions of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 1.2.

Voting. Prior During the Term, the Company Securityholder shall: (a) be present, in person or represented by proxy, at each meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of any Apple REIT, however called, so that all of such Company Securityholder’s Subject Shares may be counted for purposes of determining the presence of a quorum at each such Apple REIT shareholders’ meeting; and (b) cast or cause to be cast all votes attributable to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that Subject Shares at the Company Stockholder Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however calledany Apple REIT, including any adjournment, recess adjournments or postponement postponements thereof, or in connection with any written consent or other vote of the Company’s stockholders shareholders of an Apple REIT, in favor of (i) approval and in any other circumstance upon which a vote, consent or approval of all or some adoption of the stockholders Merger Agreement (including any amendments or modifications of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement approved by the boards of directors of each Apple REIT, upon the recommendation of its Special Committee, that would not materially adversely affect the Company Securityholder in his capacity as beneficial owner of the Subject Shares), the related Plan(s) of Merger, approval of the Mergers, each of the other actions contemplated in the Merger Agreement and the other transactions contemplated by the Merger Agreement and any actions required in furtherance thereof, including the Apple Nine Articles Amendment and Apple Nine Bylaws Amendment, (ii) approval and adoption of any proposal to adjourn or postpone such Change Apple REIT shareholders’ meeting to a later date if there are not sufficient votes for approval and adoption of Board Recommendation has the Merger Agreement, the related Plan(s) of Merger or any of the other actions contemplated in the Merger Agreement including the Apple Nine Articles Amendment and Apple Nine Bylaws Amendment, on the date on which the Apple REIT shareholders’ meetings are held and (iii) at each such meeting, and at any adjournment or postponement thereof, vote against: (A) any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (B) any Acquisition Proposal (other than the Mergers) and any action required in furtherance thereof. (c) The Company Securityholder will retain the right to vote his Subject Shares, in his sole discretion, on all matters other than those described in paragraphs (a) and (b) of this Section 2, and the Company Securityholder may grant proxies and enter into voting agreements or voting trusts for his Subject Shares in respect of such other matters, in each case so long as such other arrangements do not interfere with or prevent the Company Securityholder from complying with its obligations under this Agreement. (d) The Company Securityholder constitutes and appoints each Apple REIT, from and after the date hereof until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 17 (at which point such constitution and appointment shall automatically be revoked), as such Company Securityholder’s attorney, agent and proxy (each such constitution and appointment, an “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to all of the Subject Shares of such Apple REIT at any annual, special or other meeting of the shareholders of such Apple REIT, and at any adjournment or adjournments or postponement thereof, and in any action by written consent of the shareholders of such Apple REIT, on the matters and in the manner specified in Section 2(b); provided, however, the foregoing shall only be effective if the Company Securityholder fails to be counted as present and to vote all of the Subject Shares of each such Apple REIT in accordance with paragraphs (a) and (b) of this Section 2. EACH SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE COMPANY SECURITYHOLDER MAY TRANSFER ANY OF HIS SUBJECT SHARES IN BREACH OF THIS AGREEMENT. The Company Securityholder hereby revokes all other proxies and powers of attorney with respect to any or all of the Subject Shares that may have heretofore been rescinded appointed or otherwise withdrawn granted with respect to the matters covered by Section 2(b), and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by the Company Securityholder with respect thereto on the matters covered by Section 2(b). All authority herein conferred or agreed to be conferred by the Company Securityholder shall survive the death or incapacity of the Company Securityholder and any obligation of the Company Securityholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the Company Securityholder. It is agreed that no Apple REIT will use the Irrevocable Proxy granted by the Company Securityholder unless the Company Securityholder fails to comply with Section 2(a) or (b) and that, to the extent an Apple REIT uses any such Irrevocable Proxy, it will only vote the Subject Shares subject to such Irrevocable Proxy with respect to the matters specified in, and in accordance with the provisions of the Merger Agreementof, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the MergerSection 2(b); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) Except as otherwise provided in this Section 4.5 or this Article IV, prior to the Expiration Date and subject to the terms of this Agreementan Initial Public Offering, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting each of the Non-XXXX Parties that is a Class B Securityholder agrees to vote at any stockholders of the Company, however called, including any adjournment, recess or postponement thereof, meeting (or in connection with any written consent in lieu thereof) all of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval shares of all or some of the stockholders voting capital stock of the Company is soughtowned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in each casesame the manner as XXXX votes the shares of voting capital stock of the Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request following actions by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; : (iiii) an election any transaction between (x) XXXX or any of new members to its Affiliates and (y) the Company Boardor any of its Subsidiaries, other than nominees to the Company Board who are serving as directors a transaction (A) with another portfolio company of the Company XXXX or any of its Affiliates that has been negotiated on the date of this Agreement or as otherwise provided arms-length terms in the Merger Agreement; or (iv) any material change in ordinary course of business between the present capitalization or dividend policy managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in specifically contemplated by the Merger Agreement, or of Holder contained in this Agreement; or or (ii) any amendment to the Certificate of Incorporation or Bylaws of the conditions Company that adversely affects such Securityholder relative to XXXX, other than (x) an increase in the authorized capital stock of the Company, or (y) amendments made in connection with any reorganization of the Company effected to facilitate an Initial Public Offering or the acquisition of the Company by merger or consolidation (provided that in such reorganization or acquisition each share of each class or series of capital stock held by the Non-XXXX Parties is treated the same as each share of the same class or series of capital stock held by XXXX; provided, -------- however that, subject to compliance with applicable law, in the event that ------- the one or more of the other corporations or entities that is a party to such an acquisition notifies the Company that it will require the structure of such acquisition to be treated as a recapitalization for financial accounting purposes and that it will require the Company to no longer be subject to the consummation reporting requirements or Section 14 of the Merger Exchange Act after the closing date of the acquisition, then, solely to the extent deemed necessary by such other corporation or entity to satisfy such requirements, the consideration per share the Non-XXXX Parties shall be entitled to receive with respect may be a different kind than the consideration per share XXXX shall be entitled to receive). (b) In order to effectuate Section 4.5(a), each Non-XXXX Party that is a Class B Securityholder hereby grants to XXXX an irrevocable proxy, coupled with an interest, to vote, during the period specified in Section 4.5(a) above, all of the shares of voting capital stock of the Company owned by the grantor of the proxy in the manner set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofSection 4.5(a), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement(a) Each Shareholder shall, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders shareholders of the CompanyPeoples, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a voteshareholders of Peoples, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections vote (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shareholder has the right to vote or direct such voting, all shares of Peoples Common Stock then held of record or beneficially owned by such Shareholder (the “Shares”), including the Shares may vote listed on the matter in question) outstanding Schedule I attached hereto, as of such record date: follows: (ai) in favor of the adoption Merger, the execution and approval delivery by Peoples of the Merger Agreement and the Merger; approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (bii) against any action, proposal, agreement or transaction (including any proposal relating to an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing Proposal and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Peoples under the Merger Agreement, Agreement or of Holder contained which would result in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilled. Notwithstanding any other provision of this Agreement to the contrary, the Shareholder shall be permitted to vote such Shares in favor of a Superior Offer that is submitted for approval by the shareholders of Peoples if all of the following shall have occurred: (i) Board of Directors of Peoples has approved such Superior Offer and recommended such Superior Offer to the shareholders of Peoples in accordance with Section 5.1 of the Merger Agreement, (ii) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (iii) Peoples has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Shareholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Shares beneficially owned by such Shareholder (to the extent the Shareholder has the right to dispose of or direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement); andprovided, however, that the foregoing provision shall not be deemed to restrict the transfers of any Shares pursuant to any bona fide margin or other security arrangements in existence prior to the date of this Agreement, (ii) enter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the terms of this Agreement, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Shareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. (c) Subject to Section 6 hereof, each Shareholder hereby agrees that such Shareholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of Peoples or any Subsidiaries of Peoples to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any Affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Shareholder may receive. (d) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement. Each party shall promptly consult with the other and provide any necessary information and material with respect to all filings made by such party with any Governmental Entity in favor connection with this Agreement and the transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Shareholder may have. (f) Each Shareholder that is the holder of any adjournment, recess, delay or postponement Unexercised Options hereby agrees to accept the treatment of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order Unexercised Options pursuant to seek or obtain approval of the adoption Section 2.2 of the Merger Agreement and to execute any documents requested by Peoples or any action, proposal, transaction Integra to give effect to or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioevidence such treatment.

Voting. Prior to (a) Each Sponsor irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration Date and subject to (the terms of this Agreement“Applicable Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, however called, including any adjournment, recess Parent (a “Meeting”) and at each adjournment or postponement thereof, or and in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent each action or approval of all or some by consent in writing of the stockholders of the Company is soughtParent (a “Consent Solicitation”), in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is cause to be considered, Holder shall (solely present in its capacity as a stockholder of the Company), unless the Company Board person or represented by proxy and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (or express consent or dissent in writing, as applicable) all of his, her or its shares of Parent Common Stock that are entitled to vote (or express consent or dissent in writing, as applicable), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding each case as of such record datefollows: (ai) in favor of any proposal for stockholders of Parent to adopt the Merger Agreement and approve any other matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger; (ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of Parent to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares of Parent Common Stock present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for a Business Combination Transaction or the adoption and approval of an agreement to enter into a Business Combination Transaction; (iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent; (bv) against any change in the business, management or Board of Directors of Parent; and (vi) against any action, proposal, transaction or agreement that (A) would result in a breach of any representation or transaction (including any Acquisition Proposal) that would reasonably be expected, warranty or covenant of Parent or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations Merger Sub under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (B) would reasonably be expected to prevent, delay or (iv) impair consummation of the Transactions in any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; respect; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andfulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. (db) Any vote required to be cast or consent or dissent in favor writing required to be expressed pursuant to this Section 1.02 shall be cast or expressed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or Consent Solicitation. For the avoidance of doubt, nothing contained herein requires a Sponsor (or entitles any adjournment, recess, delay or postponement proxy of the Company Stockholder Meeting as may be reasonably requested by the Company Board Sponsor) to convert, exercise or the Special Committee exchange any options, warrants or convertible securities in order to seek obtain any underlying shares of Parent Common Stock. (c) Each Sponsor agrees not to enter into any commitment, agreement, understanding or obtain approval of the adoption of the Merger Agreement similar arrangement with any Person to vote or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, give voting instructions or express consent or dissent in writing in any manner inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Section 1.02. (d) Each Sponsor shall be null comply with, and void ab initiofully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of August 18, 2020, by and among the Sponsors, Parent and other parties thereto (the “Letter Agreement”), including the obligations of the Sponsors pursuant to Section 1 therein to not redeem any shares of Parent Common Stock owned by such Sponsor in connection with the transactions contemplated by the Merger Agreement.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through Each Unit Owner shall be entitled to one (d1) vote and all decisions must be approved by a Majority in Interest of this the Unit Owners, unless otherwise provided in the Declaration or these By-Laws. (b) Each Unit Owner may empower any Person to vote as the proxy of such Unit Owner at any meeting of Unit Owners by written proxy or authorization filed with the Secretary. Such written proxy or authorization, unless specially limited by its terms, shall remain effective until there shall be filed with the Secretary a written revocation of the same or a written proxy or authorization of later date. (c) As provided in Section 2.4 is 4 of Article XXI of the Declaration, at any time following and during the continuance of an Event of Default, the defaulting Unit Owner shall not be entitled to vote on any matter before (or action or decision to be considered, Holder shall (solely in its capacity as a stockholder of taken by) the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Unit Owners. In addition (i) appear at each such meeting or cause its representative(sas provided in *[WRONG CROSS REFERENCE; FIX]* Section 2(f) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of Article XX of the record date for determining stockholders entitled to Declaration, a Registered Mortgagee may, under the circumstances described in such section of the Declaration, vote at such meeting on matters before (or actions or decisions to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by taken by) the Company for written consentUnit Owners, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) as provided in Section 5(b) of Article XXI of the Declaration, Ground Lessee may, under the circumstances described in such section of the Declaration, vote on matters before (or cause actions or decisions to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all taken by) the Unit Owners. hundred five percent (105%) of the Rollover Shares (to last Budget approved by the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actionUnit Owners, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: except (i) any extraordinary corporate transaction, [TEXT DELETED: OR OTHER ITEMS AND/OR IN SUCH OTHER AMOUNTS (REGARDLESS OF THE AMOUNT FOR SUCH ITEM SET FORTH IN THE LAST APPROVED BUDGET) FOR THOSE ITEMS THE COST OF WHICH ARE] *THAT LINE ITEMS IN A NEW BUDGET MAY EXCEED SUCH 105% CAP TO THE EXTENT A HIGHER COST IS* reasonably established (such as a scheme of arrangementutilities, debt insurance and real estate taxes or equity financingPILOT), merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease to replace or transfer of a material amount of assets repair broken or worn out items (regardless of the Company and its Subsidiaries, taken amount thereof) as necessary to maintain the Building as a wholehigh-rise premium first-class office building, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to comply with DUO as the same pertains to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or Common Elements and (iv) any material change in to comply with the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Site 8 South Subway Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) Each Manager shall be entitled to cast one vote on each matter considered by the Expiration Date Board. Except as otherwise expressly provided by this Agreement, the act of a majority of the Managers present at any meeting at which a quorum is present shall constitute an act of the Board. (b) The following matters shall require, in addition to any other vote required by applicable Law or as otherwise provided for herein, the affirmative vote of a majority of the Board in attendance, which majority must include a Manager designated by the WISCO Member: (i) except as provided in Article VIII hereof, and subject to the terms of this Agreementapplicable Law, Holder hereby agrees that at the Company Stockholder Meeting any dissolution or any other annual or special meeting of the stockholders liquidation of the Company; (ii) any merger, however calledconsolidation, including any adjournment, recess conversion or postponement thereofother reorganization involving the Company, or in connection with any written consent of the Company’s stockholders and in any sale or other circumstance upon which a vote, consent or approval disposition of all or some substantially all of the stockholders assets of the Company is soughtin one transaction or a series of related transactions; (iii) the admission of an additional Member except as provided in Section 7.1; and (iv) any amendment to or waiver or termination of, any Ancillary Agreement, which amendment or waiver or termination would have the effect of adversely altering the methodology for establishing the price of goods or the cost allocation of services provided to the Company in each casethe Ancillary Agreements (other than the Parent Roll Supply Agreement) or adversely amend or waive Section 4.1 of the Parent Roll Supply Agreement or terminate the Parent Roll Supply Agreement. (c) Any Manager, when making any determination in such capacity, including voting or acting by consent with respect to which any of the matters described matter, shall be entitled to act in subsections (a) through (d) of this Section 2.4 is his or her discretion, considering only such interests and factors as such Manager desires, and such Manager shall have no duty or obligation to be consideredgive any consideration to any interest of, Holder shall (solely in its capacity as a stockholder of the Company)or other factors affecting, unless the Company Board or any Member. Further, a Manager may consider and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn act in accordance with the provisions interests of the Merger AgreementMember appointing him or her, (i) appear at each such meeting without regard to the other interests or cause its representative(s) factors, including any fiduciary duties, when acting on any matter presented to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date Board for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present determination, and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent permitted by the Rollover Shares may vote on Delaware Limited Liability Company Act, the matter in question) outstanding as of such record date: (a) in favor Members hereby eliminate and waive any and all fiduciary duties and liabilities of the adoption Manager and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, their Affiliates to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioMembers.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through During the Term, whenever Subscriber (dor any of its affiliates or associates) of this Section 2.4 is shall have the right to be consideredvote their Voting Securities, Holder Subscriber (and any such affiliates or associates) shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear be present, in person or represented by proxy, at each such meeting or cause all stockholder meetings of Issuer so that all Voting Securities beneficially owned by it and its representative(s) to appear affiliates and associates shall be counted for the purpose of determining the presence of a quorum at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentmeetings, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) subject to Section 3.02(b) below, vote or cause to be voted, or consent with respect to, all Voting Securities beneficially owned by it and its affiliates and associates in person the manner recommended by Issuer's Board of Directors, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the New York Stock Exchange, Inc. ("NYSE") to the effect that the foregoing provisions of this Section 3.02 are invalid, void, enforceable or not in accordance with NYSE policy, then Subscriber will, if so requested by proxythe Board of Directors of Issuer, or duly execute and deliver vote or cause to be duly executed and delivered a written consent covering, voted all of its Voting Securities beneficially owned by it and its affiliates and associates in the Rollover Shares (to same proportion as the extent the Rollover Shares may vote votes cast by or on the matter in question) outstanding as of such record date: (a) in favor behalf of the adoption and approval other holders of the Merger Agreement and the Merger;Issuer's Voting Securities. (b) against Notwithstanding anything to the contrary contained in Section 3.02(a) above, Subscriber shall have the right to vote freely, without regard to any action, proposal, agreement request or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares recommendation of the Company or materially impedeBoard of Directors of Issuer, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any matters specified in Section 7 of the Rollover Shares in a manner that violates or breaches Certificate of Designations establishing the terms of this Agreement shall be null the Series D Preferred Stock and void ab initioSection 7 of the Certificate of Designations establishing the terms of the Series E Preferred Stock.

Voting. Prior Except with respect to the Expiration Date and subject to the terms of this Agreementany Excluded Matter (as defined below), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders stockholders, Oaktree Shareholders shall (and in any other circumstance upon which a shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or approval of cause their rights to consent to be exercised) with respect to, all or some of the stockholders Voting Securities of the Company is sought, beneficially owned by them (and which are entitled to vote on such matter) in each case, with respect to which any excess of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding Voting Cap as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes the determination of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act vote or consent to such matter, with respect to each matter on which stockholders of the Company are entitled to vote or consent, in the same proportion (for or against) as the Voting Securities of the Company that are owned by consent stockholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter. In any election of directors to the Board, except with respect to an election of Directors to the Board where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (iia “Contested Election”), the Oaktree Shareholders shall (and shall cause their Affiliates to) vote vote, or cause to be voted, in person or by proxy, or duly execute and deliver exercise their rights to consent (or cause their rights to consent to be duly executed and delivered a written consent coveringexercised) with respect to, all shares of the Rollover Shares Company beneficially owned by them (and which are entitled to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (amatter) in favor of the adoption slate of nominees approved by the Nominating and approval Corporate Governance Committee. In the case of a Contested Election, Oaktree Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Merger Agreement and Voting Cap in the Merger; same proportion (bfor or against) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of as all other shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation that are owned by stockholders of the Contemplated TransactionsCompany (other than the Oaktree Shareholders, including any of their Affiliates or any Group which includes any of the Closing foregoing) are voted or consents are given with respect to such Contested Election. For so long as the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior written consent of Oaktree, the Company and the MergerBoard shall not, directly or the performance indirectly (whether by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company otherwise), (i) issue Preferred Stock or any other class or series of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Equity Interests of the Company and its Subsidiariesthat ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, taken as a whole, winding up or a reorganization, recapitalization or liquidation dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owning more than 20% of its Subsidiaries; the outstanding Equity Securities of the Company (except that the Company and the Board shall have the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders), or (iii) an election issue any Equity Securities of new members any subsidiary of the Company (other than to the Company Board, other than nominees to the Company Board who are serving as directors or a wholly-owned subsidiary of the Company on the date of this Agreement or as otherwise provided in the Merger AgreementCompany); or (iv) terminate the Chief Executive Officer or any material change in the present capitalization or dividend policy other officer of the Company or set forth in the Oaktree Shareholders Agreement at any of its Subsidiaries or any amendment or other change to time during the 18 months following the closing date, except if such termination is for Cause (as defined in the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement 2014 Equity Incentive Plan). During the 18 months after the closing of the Company contained Merger, for so long as the Oaktree Shareholders and their affiliates in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any aggregate beneficially own at least 33% of the conditions to the consummation outstanding Voting Securities of the Merger set forth in Article VI Company, the affirmative approval of at least seven Directors shall be required to appoint any replacement Chief Executive Officer of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany.

Voting. Prior On any matter presented to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including Corporation for their action or consideration at any adjournment, recess meeting of stockholders of the Corporation (or postponement thereof, or in connection with any by written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval lieu of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, meeting): (i) appear at each Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Series A Preferred Stock held by such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding holder are convertible as of the record date for determining stockholders entitled to vote at on such meeting to be counted matter. Except as present thereat for purposes of determining whether a quorum is present and respond to each request provided by law or by the Company for written consentother provisions of the Certificate of Incorporation, if any, holders of any Series A Preferred Stock shall vote together with the holders of those shares of Series B Preferred Stock and Common Stock entitled to provide consent vote on a particular matter, as a single class. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) Notwithstanding anything to the contrary, until the expiration or early termination of the waiting period pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 with respect to the acquisition of Series B Preferred Stock by Energy Capital Partners III-C, LP (“ECP III-C”) as contemplated by the Subscription Agreements (the “Series B Subscription Agreements”), dated as of November [•], 2017, by and between the Corporation, one the one hand, and ECP III-C and the other holders of the Series B Preferred Stock, on the other hand (the “HSR Act Approval”), each holder of outstanding shares of Series B Preferred Stock shall not be entitled to any voting rights. Upon obtaining HSR Act Approval, each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter (with the stockholders shares of Series B Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) (whether or not such shares of Series B Preferred Stock are then convertible)). Except as provided by law or by the other provisions of the Company Certificate of Incorporation, holders of Series B Preferred Stock shall vote together with the holders of those shares of Series A Preferred Stock and Common Stock entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actiona particular matter, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiosingle class.

Voting. Prior to From the Expiration Effective Date until the Termination Date (as defined below) (the “Standstill Period”), each Shareholder Party agrees solely for and subject to the terms on behalf of this Agreement, Holder hereby agrees itself that it will appear in person or by proxy at the Company Stockholder Meeting or any other each annual or special meeting of the stockholders of the Company, however called, Merrimack (including any adjournment, recess postponement, rescheduling or postponement continuation thereof), whether such meeting is held at a physical location or virtually by means of remote communications, and will vote (or execute a consent with respect to) all Voting Securities beneficially owned by it in connection accordance with the Board’s recommendations with respect to (a) each election of directors and any written consent removal of directors, (b) the ratification of the appointment of the Company’s stockholders independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, and in (d) any other circumstance upon which a vote, consent or approval of all or some of proposal to be submitted to the stockholders of Merrimack by either Merrimack or any stockholders of Merrimack; provided, however, that in the Company is soughtevent that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., in each case, LLC (“Glass Lewis”) makes recommendations inconsistent with such Board recommendations with respect to which any proposal submitted by Merrimack or any of its stockholders (other than proposals relating to the matters described in subsections (a) through (d) election or removal of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Companydirectors), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn each Shareholder Party will be permitted to vote in accordance with the provisions of the Merger AgreementISS or Glass Lewis recommendations in its discretion; provided, (i) appear at further, that each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Shareholder Party shall be permitted to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of in its discretion on any shares entitled to provide consent as of the record date for determining the stockholders proposal of the Company entitled to act by consent and in respect of any Extraordinary Transaction; provided, further, that if (iix) vote either a Board recommendation or cause to be votedthe implementation of a Board action would, in person the reasonable belief of a New Director, result in an effect, change, event, circumstance, state of facts, development or by proxyoccurrence that, individually or duly execute and deliver or cause to be duly executed and delivered a written consent coveringin the aggregate, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of have a material amount adverse effect on the business, operations, results of assets operations, assets, liabilities or condition (financial or otherwise) of the Company Merrimack and its SubsidiariesAffiliates, taken as a wholewhole and (y) as a result, or a reorganization, recapitalization or liquidation of the Company such New Director (or any of its Subsidiaries; (iiiReplacement) an election of new members to resigns from the Company Board, other than nominees then effective upon the resignation of such New Director (or such Replacement), the Shareholder Party that designated the applicable New Director (or Replacement) will no longer be bound to vote for the Company Board who are serving as directors matter in question in accordance with this Section 2 (but, for the avoidance of doubt, the Company on the date provisions of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in including this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent Section 2 with respect to (or any other matter) will otherwise remain in effect with respect to utilize the voting power ofsuch Shareholder Party), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to During the Expiration Date and subject to Standstill Period, (a) the terms Purchaser shall take such action (including, if applicable, through the execution of this Agreement, Holder hereby agrees that at one or more written consents if shareholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of the stockholders shareholders of the Company) at each meeting of the shareholders of the Company as may be required so that all issued and outstanding Company Common Shares Beneficially Owned, however calleddirectly or indirectly, including by it and/or by any adjournment, recess Purchaser Affiliate (other than Company Common Shares over which it or postponement thereof, any Purchaser Affiliate is the Beneficial Owner solely by reason of the fact that it is the Receiving Party to a Derivative Contract and in respect of which neither it nor any Purchaser Affiliate has voting power) are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of Directors to the other holders of Company Common Shares in connection with any written consent of the Company’s stockholders and in any other circumstance upon which matter submitted to such holders for a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, vote (including with respect to which any of director elections), and (b) the matters described in subsections Purchaser shall, and shall (a) through (d) of to the extent necessary to comply with this Section 2.4 is 4.10) cause any Purchaser Affiliates holding Subject Securities to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, at all meetings of the Rollover shareholders of the Company so that all issued and outstanding Company Common Shares (Beneficially Owned by it or them from time to time may be counted for the extent purposes of determining the Rollover Shares may vote on presence of a quorum and voted in accordance with the matter in question) outstanding as of such record date: preceding clause (a) at such meetings (including at any adjournments or postponements thereof); provided that notwithstanding the foregoing this Section 4.10 shall not apply to, and the Purchaser shall not be obligated to vote in favor accordance with the recommendation of the adoption and approval Board of Directors in connection with, a vote (i) to increase or decrease the number of authorized Preferred Shares, or increase the maximum number of authorized shares of a class having rights or privileges on parity with or superior to the Preferred Shares, (ii) to effect an exchange, reclassification or cancellation of all or part of the Merger Agreement and Preferred Shares, (iii) to add, change or remove the Merger; rights, privileges, restrictions or conditions attached to the Preferred Shares, (biv) against any action, proposal, agreement to increase the rights or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights privileges of any class of shares having rights or privileges on parity with or superior to the Preferred Shares, (v) to create a new class of shares on parity with or superior to the Preferred Shares, (vi) to make any class of shares having rights or privileges inferior to the Preferred Shares of such class on parity with or superior to the Preferred Shares, (vii) to effect an exchange or create a right of exchange of all or part of the Company shares of another class into the Preferred Shares, (viii) to materially constrain the issue, transfer or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation ownership of the Contemplated TransactionsPreferred Shares or (ix) that, including in the Closing and good faith judgment of the MergerPurchaser, would be materially contrary to the interests of, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of have a material amount of assets of and adverse impact on, the Company Purchaser and its SubsidiariesAffiliates, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members . The foregoing provision shall also apply to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect execution by such Persons of any covenant, representation or warranty or any other obligation or agreement written consent in lieu of the a meeting of holders of Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCommon Shares.

Voting. Prior to During the Expiration Date Support Period (as defined below), each Stockholder hereby covenants and subject to the terms of this Agreement, Holder hereby agrees that as follows: (i) at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess at which a vote with respect to the Merger Agreement or postponement thereofthe Merger is sought, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon in which a the vote, consent or other approval of all or some of the stockholders of the Company with respect to the Merger Agreement or the Merger is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Stockholder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, ): (iA) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting each Subject Share to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent quorum; and (iiB) affirmatively vote (or cause to be affirmatively voted) or execute consents with respect to the Subject Shares, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Subject Shares may vote or consent on the matter in question) outstanding as of such record date: (a) , in favor of obtaining the Requisite Stockholder Approval, including the approval and adoption and approval of the Merger Agreement and the Merger, and in favor of any proposal to adjourn such meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the Merger Agreement or the Merger at the time of such meeting, and not to withdraw or modify any such vote or consent; (bii) against at any actionmeeting of stockholders of the Company, proposalhowever called, agreement at which a vote with respect to the Merger Agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedthe Merger is sought, or the effect of which would reasonably be expected, to change in any manner other circumstance in which the voting rights vote, consent or other approval of any class of shares the stockholders of the Company with respect to the Merger Agreement or materially impedethe Merger is sought, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation each Stockholder shall (solely in its capacity as a stockholder of the Contemplated Transactions, including Company) affirmatively vote (or cause to be affirmatively voted) or execute consents with respect to the Closing and Subject Shares (to the Merger, extent the Subject Shares may vote or consent on the performance by Holder of its obligations under this Agreement, including, without limitation: matter in question) against (iA) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries Acquisition Proposal (other than the Merger Agreement or the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization(B) any proposal made in opposition to the Merger Agreement or the Merger and, recapitalization in each case, not to withdraw or liquidation of the Company modify any such vote or any of its Subsidiariesconsent; and (iii) an election of new members except as contemplated herein, each Stockholder shall not, directly or indirectly, (A) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement, understanding or agreement with respect to the Company Boardsale, transfer, pledge, assignment or other disposition of, or limitation on the voting rights of, or any economic interest in (any such action, a “Transfer”) any Subject Shares to any Person other than nominees pursuant to the Company Board who are serving as directors Merger, provided that such Stockholder shall be permitted to Transfer any Subject Shares to its Affiliates, in each case, if and only if such Affiliates agree in writing (the form and substance of which is reasonably acceptable to the Company) to be bound by all terms in this Voting Agreement with respect to such Subject Shares, (B) enter into any voting arrangement, whether by proxy, power of attorney, voting trust, voting agreement or otherwise, with respect to any Subject Shares, or (C) commit or agree to take any of the Company foregoing actions. The “Support Period” shall commence on the date hereof and continue until (and terminate upon) the first to occur of this Agreement or as otherwise provided in (1) the Merger Agreement; or Effective Time, (iv2) any material change in the present capitalization or dividend policy receipt of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Requisite Stockholder Approval at the Company contained in Stockholder Meeting, (3) the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI valid termination of the Merger Agreement not being fulfilled; and in accordance with its terms, or (d4) in favor the time (if any) at which the Special Committee or the Board of any adjournment, recess, delay or postponement Directors of the Company Stockholder Meeting as may be reasonably requested by the Company Board shall have made a Recommendation Change (whether or the Special Committee not in order to seek or obtain approval of the adoption of compliance with the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofAgreement), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through Subject to Sections 3.3 and 3.4, Teck Cominco shall vote its Units in favour of all of the individuals nominated by the Trust or the Board of Directors for election as Trustees and approval as Directors, respectively, provided that: (i) the Trust is in compliance with its obligations under this Agreement to nominate the Teck Cominco Trustee Nominee and the Teck Cominco Director Nominee; and (ii) if elected or approved, the Trustees and the Directors nominated by the Trust will meet, respectively, the requirements of the Declaration of Trust relating to the eligibility and the composition of the Trustees and the memorandum and articles of association of Fording ULC and the NSCA, relating to the eligibility and composition of the Board of Directors. (b) Teck Cominco shall deliver a proxy to the Trust that complies with Section 3.2(a) (the “Proxy”) at least ten days prior to any meeting of Unitholders at which the election of Trustees is to be considered (the “Proxy Deadline”). (c) If the Trust does not receive the Proxy at least 15 days before such meeting, the Trust shall provide notice to Teck Cominco substantially in the form attached as Schedule “A” (the “Proxy Notice”) that it has not received the Proxy, provided however that the Trust will not be liable to any Person for any costs, damages or expenses which may be incurred as a result of its failure to provide such notice. (d) If Teck Cominco does not deliver the Proxy by the later of this Section 2.4 the Proxy Deadline and two Business Days after delivery of a Proxy Notice or if, at or prior to a meeting of Unitholders at which the election of Trustees or the appointment of Directors is to be considered, Holder shall (solely in Teck Cominco revokes its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded Proxy or otherwise withdrawn votes against the Trustees or Directors nominated in accordance with the provisions of the Merger Agreementthis Section 3.2(a) (each, a “Disentitlement Event”), then: (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as Trust and the Board of Directors may withdraw the Teck Cominco Trustee Nominee and the Teck Cominco Director Nominee, respectively, from the slate of nominees proposed by the Trustees and the Trust may cease soliciting proxies in favour of the record date Teck Cominco Trustee Nominee and Teck Cominco Director Nominee and instead include an additional Independent Trustee and an additional ULC Independent Director as nominees for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such election as a scheme of arrangement, debt Trustee or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken approval as a whole, or a reorganization, recapitalization or liquidation of Director as the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilledcase may be; and (dii) in favor Teck Cominco shall no longer be entitled to nominate a Trustee or a Director under this Agreement; and for greater certainty, neither the Trust nor Fording ULC shall have any remedy against Teck Cominco and the sole consequence of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms breach of this Agreement Section 3.2 shall be null and void ab initioas set out in Section 3.2(d)(ii).

Voting. Prior to During the Expiration Date and subject to the terms term of this Agreement, Holder hereby agrees that at to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation, as it may be amended, supplemented or restated from time to time (the “Charter”), each Voting Party shall vote (or consent pursuant to an action by written consent of Company Stockholder Meeting or any other annual or special meeting stockholders) all Voting Shares held by such Voting Party in such manner as may be necessary to elect and/or maintain in office as members of the stockholders Board the following persons: i. Eight (8) persons (the “Designees” and each a “Designee”) designated by the Intermex Representative (as defined herein), of which at least three (3) of the Designees must qualify as an “independent director” under the Exchange Act and the rules of Nasdaq (an “Independent Director”); provided, however, that if at any time during the term of this Agreement: (a) the Intermex Holders collectively Beneficially Own Voting Shares that represent less than 10% of the outstanding shares of Common Stock, then the Intermex Representative shall have the right to designate only one Designee, and (b) the Intermex Holders collectively Beneficially Own Voting Shares that represent less than 5% of the outstanding shares of Common Stock, then the Intermex Representative shall have no right to designate any person for election or re-election to the Board; and ii. to the extent not otherwise designated as a Designee above, the Chief Executive Officer of the Company, however calledprovided, including however, that the Intermex Representative shall not select a Designee that is subject to any adjournmentdisqualification event under Rule 506(d)(1) under the Securities Act, recess as modified by Rule 506(d)(2) and (d)(3). If a Designee is not appointed or postponement thereofelected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or in connection with any written consent of the Company’s stockholders and in any for other circumstance upon which a vote, consent reasons is unavailable or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is unable to be considereda director nominee, Holder the Intermex Representative shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders be entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present designate another Designee (and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members Voting Parties shall use their reasonable best efforts to ensure that such directorship for which the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement original designee was designated shall not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power offilled pending such successor designation), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to Parent and Merger Sub covenant and agree that, until the Expiration Date and subject to Effective Time or the terms earlier of a termination of this AgreementAgreement or a Parent Adverse Recommendation Change, Holder hereby agrees that (a) at the Company Stockholder Partnership Unitholder Meeting or any other annual or special meeting of the stockholders Limited Partners or any vote of the CompanyLimited Partners or of Listed Shares in connection with a vote of the Limited Partners, however called, including any adjournment, recess or postponement thereofParent will vote, or in connection with any written consent cause to be voted, all Common Units, Partnership Class B Units and Listed Shares then owned beneficially or of the Company’s stockholders and in any other circumstance upon which a vote, consent record by it or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredits Subsidiaries, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof; (b) at any meeting or vote at such meeting of the holders of Listed Shares or in connection with any approval of the holders of Listed Shares, however called, Parent will vote, or cause to be counted as present thereat for purposes voted, to the extent permitted under the Organizational Documents of determining whether a quorum is present and respond to each request the Partnership GP Delegate, all Listed Shares then owned, beneficially or of record, by the Company for written consentit or any of its Subsidiaries, if any, of any shares entitled to provide consent as of the record date for determining such meeting, in favor of (i) the stockholders approval of the Company entitled KMR Merger Agreement (as it may be amended or otherwise modified from time to act by consent time) and the KMR Merger and the approval of any actions required in furtherance thereof and (ii) for purposes of determining the manner in which Partnership I-Units are voted, the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof; and (c) at any meeting or vote of the EPB Limited Partners or in connection with any approval of the EPB Limited Partners, however called, Parent will vote, or cause to be voted, in person all EPB Common Units and EPB Class B Units then owned beneficially or of record by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company it or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the record date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionfor such meeting, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the EPB Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (as it may be amended or otherwise modified from time to utilize time) and the voting power of), EPB Merger and the approval of any of the Rollover Shares actions required in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiofurtherance thereof.

Voting. Prior (a) Subject to Section 5, each Equityholder agrees that from the date of this Agreement until the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”), such Equityholder (to the Expiration Date extent an owner of Subject Units at such time) shall take all actions necessary or advisable to execute and subject deliver the Company Voting Member Approval to the terms Company as promptly as practicable, and in any event within ten (10) Business Days, following the date that HTP receives, and notifies the Company of HTP’s receipt of, SEC approval and effectiveness of the Registration Statement/Proxy Statement. Subject to the obligations of the Company to obtain the Company Voting Member Approval in accordance with this Agreement and the Merger Agreement, Holder each Equityholder (to the extent an owner of Subject Units) hereby agrees waives any and all notice and advanced consent requirements or protective provisions that at may be required pursuant to the Company Stockholder Meeting or any other annual or special meeting of LLCA, the stockholders organizational documents of the Company, however calledthe Interested Party Arrangements, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of agreement between the Company is sought, in each case, and such Equityholder or under applicable Law with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredexecution, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board delivery and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request performance by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Ancillary Agreements; provided, that, notwithstanding the foregoing, such waiver with respect to any particular Equityholder is not applicable and shall have no force and effect in the event that the Merger Agreement or any of the Ancillary Agreements (or, to the extent applicable, the form attached to the Merger Agreement) is amended in a manner that is adverse to such Equityholder after the date hereof without the prior written consent of such Equityholder. (b) against any actionDuring the Voting Period and notwithstanding the occurrence, proposalif any, agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedof a HTP Modification in Recommendation, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares at each meeting of the Company Members, and in each written consent or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation resolutions of any of the Contemplated TransactionsCompany Members in which such Equityholder is entitled to vote or consent, such Equityholder (to the extent an owner of Subject Units at such time) hereby unconditionally and irrevocably agrees to be present for such meeting (whether held in person or held in a virtual format) and vote (in person or virtually, as applicable, or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, such Equityholder’s Subject Units and any other limited liability company or other equity interests of the Company over which such Equityholder has voting power (i) in favor of, and to adopt, the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Company Voting Member Approval, including the Closing Merger, the amendment and restatement of the Company LLCA pursuant to the Surviving Company A&R LLCA, the Exchange Agreement and the Merger, or entry into and consummation of such other transactions contemplated by the performance by Holder of Merger Agreement to the extent required for the Company to carry out its obligations under this Agreementthereunder, including, without limitationand (iii) in opposition to: (iA) any extraordinary corporate transaction, such as a scheme Acquisition Transaction and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of arrangement, debt the Company to consummate the transactions contemplated by the Merger Agreement or equity financing, merger, consolidation any Ancillary Agreement or (y) which are in competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement or (B) any other business combination action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or any Ancillary Agreement or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. (c) Each Equityholder agrees that during the Voting Period it shall not deposit, and to cause its Affiliates not to deposit, any of such Equityholder’s Subject Units in a voting trust or subject any such Subject Units to any arrangement or agreement with respect to the voting of such Subject Units, unless specifically requested to do so by the Company and HTP in writing in connection with the Merger Agreement, the Ancillary Agreements or the transactions contemplated thereby. (d) Each Equityholder agrees that during the Voting Period, except as contemplated by the Merger Agreement or any Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any limited liability company or other equity interests of the Company in connection with any vote or other action with respect to transactions contemplated by the Merger Agreement or any Ancillary Agreement, other than to recommend that the Company Members vote in favor of the adoption of the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (e) Each Equityholder agrees, during the Voting Period (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, HTP or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the Company Board in connection with this Agreement, the Merger Agreement or the Merger. (f) Each Equityholder agrees that during the Voting Period, such Equityholder shall not, and shall cause its Affiliates not to, without HTP’s and the Company’s prior written consent, (i) make or attempt to make any Transfer (as defined below) of such Equityholder’s Subject Units, except (A) if such Equityholder is an individual, then subject to the limitations set forth in the Company LLCA, such Equityholder may Transfer any such Subject Units (1) to any member of such Equityholder’s immediate family, or to a trust for the benefit of such Equityholder or any member of such Equityholder’s immediate family, the sole trustees of which are such Equityholder or any member of such Equityholder’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Equityholder; (B) if such Equityholder is an entity, then subject to the limitations set forth in the Company LLCA, such Equityholder may Transfer any Subject Units to any partner, member or Affiliate of such Equityholder; or (C) as contemplated by the Pre-Closing Blocker Reorganization, in which case HTP’s and the Company’s prior written consent shall be deemed given; provided that, in each case (including in connection with the Pre-Closing Blocker Reorganization), such transferee of such Equityholder’s Subject Units signs a joinder to this Agreement in a form reasonably acceptable to HTP and the Company agreeing to be bound by Section 1 and Section 3 of this Agreement; (ii) a salegrant any proxies or powers of attorney with respect to any or all of such Equityholder’s Subject Units; or (iii) take any action with the intent to prevent, lease impede, interfere with or adversely affect such Equityholder’s ability to perform its obligations under this Section 1. The Company hereby agrees to reasonably cooperate with HTP in enforcing the transfer restrictions set forth in this Section 1(f). (g) In the event of a material amount of assets any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Units” shall be deemed to refer to and include the Subject Units of the applicable Equityholder as well as all such equity dividends and distributions and any securities into which or for which any or all of such Subject Units may be changed or exchanged or which are received in such transaction. (h) During the Voting Period, each Equityholder agrees to provide to HTP, the Company and their respective Representatives any information regarding such Equityholder or such Equityholder’s Subject Units that is reasonably requested by HTP, the Company or their respective Representatives and required in order for the Company and HTP to comply with Sections 10.04 and 10.08 of the Merger Agreement. To the extent required by applicable Law, each Equityholder hereby authorizes the Company and HTP to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), such Equityholder’s identity and ownership of such Equityholder’s Subject Units and the nature of such Equityholder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Agreements; provided that such disclosure is made in compliance with the provisions of the Merger Agreement. (i) Effective as of the Effective Time, each Equityholder, on behalf of himself, herself or itself, his, her or its Subsidiariesaffiliates and each of their respective assigns, taken heirs, beneficiaries, creditors, representatives and agents (collectively, the “Releasing Parties”), does irrevocably and fully waive, release, acquit and discharge forever the Company, Merger Sub, HTP, the Blocker Parties and their respective affiliates and present and former and direct or indirect partners, members and equity holders, directors, managers, officers, employees, principals, trustees, representatives, agents, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and attorneys (collectively, the “Released Parties”), from any and all actions, claims, liabilities, losses, orders and causes of action of every kind and nature whatsoever, at law or in equity, whether known or unknown, that such Releasing Parties, or any of them, may have had in the past or may now have or may have in the future against the Released Parties, or any of them, related to events, circumstances, acts or omissions occurring, on or prior to the Effective Time that relate to or arise out of such Releasing Party’s status as a wholeholder of equity of, or a reorganizationany other investment in, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members Affiliates, including any Subject Units, Company Units and any securities exercisable for, convertible into or otherwise issued with respect to the Company Boardany securities, obligations or other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of interests issued by the Company or any of its Subsidiaries Affiliates that any such Releasing Party holds or any amendment or has ever held (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include, and each Releasing Party is not releasing any, (i) if such Equityholder is an employee of the Company, rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with Company’s employee expense reimbursement policy), accrued vacation and other change to benefits under the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionemployee benefit plans, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any right to indemnification, exculpation, advancement of expense or similar rights with respect to service as a director, officer or manager or an Affiliate thereof, in each case of the conditions to the consummation of the Merger foregoing, as set forth in Article VI the Company LLCA, certificate of formation or other organizational documents, any indemnification agreement between the Company and such Equityholder or its Affiliates, or as provided by law or any directors’ and officers’ liability insurance (provided that, for the avoidance of doubt, this clause (ii) shall not affect the termination of the Merger Agreement not being fulfilled; and Interested Party Arrangements (dincluding the Series B Purchase Agreement) listed on Schedule II hereto), (iii) actions, claims, liabilities, losses, and causes of action of every kind and nature whatsoever, at law or in favor of any adjournmentequity, recesswhether known or unknown, delay arising out or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order related to seek or obtain approval of the adoption of this Agreement, the Merger Agreement or any actionAncillary Agreement, proposal(iv) commercial agreement between such Equityholder or any other Releasing Party, transaction or agreement necessary to consummate on the Merger. Any attempt by Xxxxxx to voteone hand, or express consent any Released Party, on the other hand, (v) of the Company’s obligations under any outstanding promissory note, loan or dissent security agreement between the Company and any Equityholder or any of its Affiliates or (vi) rights of such Equityholder or any other Releasing Party under the Merger Agreement, the Exchange Agreement, the Surviving Company A&R LLCA or any other agreement entered into by such Equityholder or its Affiliates in connection with the transactions contemplated by the Merger Agreement, including claims related to the enforcement of the Merger Agreement and the right to receive such Equityholder’s applicable portion of the Blocker Merger Consideration or Company Merger Consideration, as applicable (collectively the “Excluded Claims”). Each Equityholder (on behalf of itself, himself, and herself and the other Releasing Parties) hereby agrees not to institute any proceeding against any Released Party with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner Released Claims but excluding the Excluded Claims. Each Equityholder represents, warrants and acknowledges that violates he, she or breaches it has consulted with counsel with respect to the terms execution and delivery of this release and has been fully apprised of the consequences hereof. Each Equityholder agrees and acknowledges that the release in this Agreement shall be null constitutes a complete defense of any and void ab initioall Released Claims, other than Excluded Claims. Each Equityholder further waives any rights under Section 1542 of the Civil Code of the State of California, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Voting. Prior (a) From and after the date hereof until the earlier of (i) the Effective Time, (ii) the termination of the Merger Agreement pursuant to the Expiration Date and subject to in compliance with the terms therein and (iii) any reduction of this Agreementthe Exchange Ratio or change in the Exchange Ratio (the date upon which any of the events set forth in the foregoing clauses (i) through (iii) occurs being the “Expiration Date”), Holder each Shareholder irrevocably and unconditionally hereby agrees with the Company that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting and each adjourned or postponed meeting) of the stockholders of the CompanyParent’s shareholders, however called, or in connection with any written consent of Parent’s shareholders, the Shareholder will (A) appear at such meeting or otherwise cause all of its Existing Parent Shares and other shares of Parent Common Stock over which it has acquired beneficial ownership after the date hereof (including any adjournmentshares of Parent Common Stock acquired by means of purchase, recess dividend or postponement thereofdistribution, or issued upon the exercise of any stock options to acquire Parent Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Parent Shares”, and together with the Existing Parent Shares, the “Parent Shares”), which it owns as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum and (B) vote or cause to be voted (including by proxy or written consent, if applicable) all such Parent Shares (1) in favor of adoption and approval of the Merger Agreement, the Merger, the Charter Amendment, and the other transactions contemplated by the Merger Agreement (the “Parent Meeting Proposals”), (2) in favor of any proposal to adjourn or postpone such meeting of Parent’s shareholders to a later date if there are not sufficient votes to approve the Parent Meeting Proposals, and (3) against any action, proposal, transaction or agreement that would reasonably be likely to (x) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement, or of a Shareholder contained in this Agreement or (y) prevent, materially impede or materially delay Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger (clauses (1) through (3), the “Parent Required Votes”). (b) From and after the date hereof until the Expiration Date, each Shareholder irrevocably and unconditionally hereby agrees with the Company that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a voteshareholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause all of its Existing Company Shares and other shares of Company Common Stock over which it has acquired beneficial ownership after the Rollover date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Company Shares”, and together with the Existing Company Shares, the “Company Shares”; the Company Shares outstanding together with the Parent Shares, the “Shares”; the New Company Shares together with the New Parent Shares, the “New Shares”), which it owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Company Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement Agreement, the Merger and the Merger; other transactions contemplated by the Merger Agreement (bthe “Company Meeting Proposals”), (B) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights favor of any class proposal to adjourn or postpone such meeting of shares of Company’s shareholders to a later date if there are not sufficient votes to approve the Company or materially impedeMeeting Proposals, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder a Shareholder contained in this Agreement; Agreement or (ii2) any of prevent, materially impede or materially delay the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary Company’s ability to consummate the Merger. Any attempt transactions contemplated by Xxxxxx to votethe Merger Agreement, or express consent or dissent with respect to including the Merger (or otherwise to utilize the voting power ofclauses (A) through (C), any of the Rollover Shares in a manner that violates or breaches “Company Required Votes”, and together with the terms of this Agreement shall be null and void ab initio.Parent Required Votes, the “Required Votes”)

Voting. Prior (a) For so long as the Buyers and their respective affiliates collectively own at least 5% of the outstanding Voting Shares: (i) No Seller shall enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Voting Shares that are owned or held of record by such Seller, or as to which such Seller has voting power or in respect of which such Seller can direct, restrict or control any such voting power (the Expiration Date and subject “Remaining Shares”) or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the Transactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of such Seller to sell or otherwise transfer any Remaining Shares or any interest therein to a third party that is not an affiliate of such Seller or the Company or to any affiliate that agrees in writing to be bound by the terms of this Agreement, Holder hereby agrees that ; (ii) If at any time any Buyer notifies any Seller of its desire and intention to designate a single director on behalf of all of the Buyers (the “Great Hill Director”) in advance of any meeting of shareholders of the Company Stockholder Meeting or any other annual or special meeting called to vote upon for the election of the stockholders of the Companydirectors, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and at all adjournments thereof and in any all other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company (including by written consent) is sought, in each case, sought with respect to which any the election of the matters described in subsections (a) through (d) of this Section 2.4 directors or that is necessary to be considered, Holder shall (solely in its capacity as a stockholder elect directors of the Company), unless the Company Board and the Special Committee has made such Seller shall, including by executing a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and vote (ii) vote or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect the Great Hill Director and to elect such Great Hill Director to any committee of the board of directors of the Company; (iii) If at any time any Buyer notifies any Seller of its desire and intention to remove or replace a Great Hill Director or to fill a vacancy caused by the resignation of a Great Hill Director, such Seller shall cooperate in person causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the terms of this Section 5.1. (iv) Each Seller hereby irrevocably grants to, and appoints Xxxxxxx X. Xxxxx, and any other Person who shall hereafter be designated by the Buyers, as such Seller’s proxy and attorney in its name (with full power of substitution), for and in the name, place and stead of such Seller, to vote all of its Remaining Shares held at the time such consent is sought or by proxymeeting is held, or duly execute grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a), but not with respect to any vote, consent or approval of any other matter that may be concurrently presented for approval. Each Seller has caused each proxy and deliver attorney previously given in respect of all Remaining Shares to be revoked. (v) Each Seller hereby affirms that the proxy and attorney set forth in this Section 5.1 is coupled with an interest and is irrevocable. Each Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be duly done by virtue hereof. Such irrevocable proxy and attorney is executed and delivered a written consent covering, all of the Rollover Shares (intended to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date:be irrevocable. (avi) in favor of the adoption The covenants, obligations, proxy and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations attorney under this AgreementSection 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, includingfull term of office of three years, without limitation: (i) any extraordinary corporate transactionin accordance with the Company’s articles and memorandum of association, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company in effect on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiohereof.

Voting. Prior During the period from the execution of this Agreement through the date that is the earlier of (i) thirty (30) calendar days prior to the Expiration Date notice deadline under the Company’s Second Amended and subject Restated Bylaws for the nomination of non-proxy access director candidates for election to the terms of this Agreement, Holder hereby agrees that Board at the Company Stockholder Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and (ii) one hundred twenty (120) days prior to the first anniversary of the date that the Company’s proxy statement was released to stockholders in connection with the 2024 Annual Meeting (such period of time, the “Cooperation Period”), each Live Party will cause all of the Common Stock that such Live Party or any other annual of its Affiliates has the right to vote (or special to direct the vote), as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted at any meeting of the stockholders of the Company, however called, including Company or at any adjournment, recess adjournment or postponement thereofthereof or to deliver any consent or consent revocation, or as applicable, in connection with any action by written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtin lieu of a meeting, (A) in favor of each case, with respect to which director nominated and recommended by the Board for election at any meeting of stockholders of the matters described in subsections (a) through (d) Company or action by written consent of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder stockholders of the Company), unless (B) against any stockholder nomination for director that is not approved and recommended by the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms for election, (C) against any proposal or resolution to remove any member of the Merger Agreement Board, and such Change of Board Recommendation has not been rescinded or otherwise withdrawn (D) in accordance with the provisions recommendations by the Board on all other proposals or business that may be the subject of stockholder action; provided, however, that, in the event that both Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC (including any successor thereof) issue a voting recommendation that differs from the voting recommendation of the Merger AgreementBoard with respect to any proposal submitted to stockholders at a stockholder meeting (other than with respect to the election of directors to the Board, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as removal of directors from the Board, the size of the record date for determining stockholders entitled Board or the filling of any vacancy on the Board), the Live Parties and their Affiliates may, but are not required to, vote in accordance with any such recommendation; provided, further, that the Live Parties and their Affiliates shall be permitted to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of in their sole discretion on any shares entitled to provide consent as of the record date for determining the stockholders proposal of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioExtraordinary Transaction.

Voting. Prior (a) Each Purchaser hereby grants to the Expiration Date and subject Fund an irrevocable proxy (the “Purchaser Proxy”) to the terms of this Agreement, Holder hereby agrees that vote at the Company Stockholder Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent Fund all of the Company’s stockholders and in any other circumstance upon Shares which a vote, consent or approval of all or some of the stockholders of the Company Purchaser is sought, in each case, with respect entitled to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding vote as of the record date for determining stockholders entitled the applicable annual or special meeting of shareholders of the Fund in the same proportion as the vote of all other holders of Preferred Shares of the Fund. (b) The Adviser hereby grants to the Fund an irrevocable proxy (the “Adviser Proxy”, and together with the Purchaser Proxy, the “Proxies”) to vote at such any annual or special meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request shareholders of the Fund all other Shares held by the Company for written consentAdviser and any person controlled by any parent company of the Adviser, if anyor any other investment vehicles or accounts sponsored or managed by the Adviser or any person controlled by any parent company of the Adviser, or which the Adviser or any person controlled by any parent company of any the Adviser otherwise has or shares entitled the power to provide consent vote, or to direct the voting of, as of the record date for determining the stockholders applicable annual or special meeting of shareholders of the Company Fund (together with the Shares which any Purchaser is entitled to act by consent and (ii) vote or cause to be votedvote, the “Adviser Shares”), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, the same proportion as the vote of all other holders of Preferred Shares of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;Fund. (c) against The Proxies shall run with any action, proposal, transaction or agreement that would result in conversion of the Shares. (d) In the event any Purchaser and the Adviser sell Common Shares received upon the conversion of the Shares (i) to a breach purchaser and its affiliates in any respect of any covenant, representation an aggregate amount equal to 3% or warranty or any other obligation or agreement more of the Company contained Fund’s outstanding Common Shares in a directly negotiated transaction or series of transactions (as opposed to open market sales made without knowledge of the Merger Agreementpurchaser), or of Holder contained in this Agreement; or (ii) any to affiliates of the conditions Purchasers or Adviser, the Purchasers and Adviser shall notify the Fund in advance of the sale and coordinate the execution of an irrevocable proxy related to the consummation of Common Shares by the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andpurchaser or purchasers. (de) Notwithstanding the foregoing during any period in favor which the dividends on the Adviser Shares are in arrears for a period of any adjournmenttwo (2) years, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Proxies shall be null and void ab initiorevoked.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding So long as no Event of the record date for determining stockholders entitled to vote at such meeting to Default shall have occurred and be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datecontinuing: (a1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Securities Purchase Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Securities Purchase Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof, except solely to the extent required to vote in such manner under any agreement restricting Prolong International Corporation’s right to vote its shares of capital stock of Oryxe Energy International, Inc.; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Securities Purchase Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Securities Purchase Agreement, and void ab initiono notice of any such voting or consent need be given to the Collateral Agent; and (2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the applicable Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (ii) Upon the occurrence and during the continuation of an Event of Default: (1) all rights of any Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, except to the extent prohibited by any agreement restricting Prolong International Corporation’s right to vote its shares of capital stock of Oryxe Energy International, Inc., in which event Grantor agrees to vote in accordance with any such agreement in accordance with the Collateral Agent’s instruction; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 7.

Voting. Prior With respect to all shares held in the Expiration Date Voting Trust, the Beneficiary shall retain the entire economic and subject beneficial ownership rights therein, including without limitation the right to receive dividends and distributions on the terms shares and the right to direct the Trustee in any order whatsoever to sell, assign, transfer, encumber or grant any option therein to or in favor of any person other than the Beneficiary or an affiliate of the Beneficiary or agree to do any such thing, except that the Trustee shall have the exclusive and absolute right in respect of such shares to vote, assent or consent such shares at all times during the term of this Agreement, Holder hereby agrees that including without limitation the right to vote at any election of directors and in favor of or in opposition to any resolution, any dissolution, liquidation, merger or consolidation of the Company Stockholder Meeting Company, any sale of all or substantially all of the Company's assets, any issuance or authorization of securities, or any other annual action of any character whatsoever which may be presented at any meeting or special meeting require the consent of the stockholders of the Company. In exercising the Trustee's powers and duties hereunder, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a Trustee shall at all times vote, assent or consent in respect of any action as follows, subject to the following paragraph: (i) if the matter concerned is the election of directors, then the Trustee shall vote, assent or approval consent the whole number of all or some shares held by the Voting Trust in favor of each nominee to the stockholders Board of Directors of the Company is soughtwho has been nominated by the Nominating Committee, the remaining BCC Designees, or the remaining WellPoint Designees pursuant to Article IV, Section 2 of the bylaws of the Company in each caseeffect as of the effective time of the Reorganization (the "Bylaws") or any successor provision thereto, and, with respect to every Board position for which any of the matters described in subsections (a) through (d) of this Section 2.4 no nominee is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn presented in accordance with the preceding provisions in this clause (i), shall vote for the nominee selected by a majority of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as incumbent members of the record date Board of Directors of the Company and vote against any candidate for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes the Board of determining whether a quorum is present and respond to each request by Directors of the Company for written consent, if any, of any shares entitled to provide consent as whom no competing candidate has been nominated in one of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, methods prescribed in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: clause (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease where the matter under state law or transfer the Restated Certificate of a material amount Incorporation or the Bylaws requires at least an absolute majority of assets all outstanding shares of common stock of the Company in order to be effected, then the Trustee shall vote, assent or consent all of such shares in favor of or in opposition to such matter as the majority of all Nontrust Votes (as defined below) are cast; and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election on all other matters, the Trustee shall at all times vote, assent or consent all of new members such shares in the identical proportions in favor of or in opposition to such matters as Nontrust Votes are cast. If any calculation of votes under the preceding sentence would require a fractional vote, the Trustee shall vote the next lower number of whole shares. With respect to (i), (ii) and (iii), the Trustee, unless such action is initiated by or with the consent of the Board of Directors of the Company, shall (a) vote against removal of any director of the Company, except in the case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Company Board, other than nominees (which acts or gross abuse shall have been determined by a majority of those holders of Nontrust Votes entitled to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) vote at a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.duly

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Each Stockholder hereby agrees that to appear, or cause any transferee of such Stockholder who is a holder of record of any Subject Securities on any applicable record date (the "Record Holder") to appear, in person or by proxy, for the purpose of obtaining a quorum at the Company Stockholder Meeting or any other annual or special meeting of stockholders of the Company and at any adjournment thereof for the purpose of voting on the Merger Agreement and the transactions contemplated thereby (a "Meeting"). Each Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, at any Meeting, however called, and in any action by written consent of the stockholders of the Company, however called, including any adjournment, recess each Stockholder shall vote the Subject Securities or postponement thereof, or in connection with any written consent of cause the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is Subject Securities to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares voted (to the extent the Rollover Shares may vote on the matter such securities are entitled to be voted) in question) outstanding such Stockholder's capacity as of such record datea stockholder: (a) in favor of the Merger and the approval and adoption and approval of the Merger Agreement and the Mergertransactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board of Directors of the Company and by Parent) in connection with any meeting of, or solicitation of consents from, the stockholders of the Company at which or in connection with which the Merger or the Merger Agreement are submitted for the consideration and vote of the stockholders of the Company; (b) against any action, proposal, action or agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change result in any manner the voting rights a breach of any class of shares representation, warranty, covenant or obligation of the Company in the Merger Agreement; (c) against any action or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation agreement that would cause any provision contained in Sections 6.1 and 6.2 of the Contemplated Transactions, including the Closing and Merger Agreement to not be satisfied; (d) against approval or adoption of any extraordinary corporate transaction (other than the Merger, the Merger Agreement or the performance by Holder of its obligations under this Agreement, transactions contemplated thereby) including, without limitation: , any transaction involving (i) any extraordinary corporate transactionthe sale or transfer of all or substantially all of the capital stock of the Company, such as a scheme of arrangement, debt or equity financing, whether by merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); combination, (ii) a sale, lease sale or transfer of a material amount all or substantially all of the assets of the Company and or its Subsidiariessubsidiaries, taken as a whole, or (iii) a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Boardsubsidiaries, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in amendment to the present capitalization or dividend policy Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;security as currently in effect; and (ce) against any action, proposal, transaction or agreement that would result in the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this AgreementAcquisition Proposal; or (ii) any change in a majority of the conditions to members of the board of directors of the Company; or (iii) any other action which is intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger set forth in Article VI or any of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested other transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or this Voting Agreement. To the extent inconsistent with any actionof the foregoing provisions of this Section 1.1, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent each Stockholder revokes any and all previous proxies with respect to (the Subject Securities owned beneficially and/or of record by such Stockholder and agrees not to grant any proxy with respect to and any other voting interests in the Company owned or otherwise to utilize the voting power of), any hereafter acquired beneficially or of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.record by such Stockholder

Voting. Prior to Unless and until the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation in accordance with Section 7.03(d) of the Merger Agreement (such , the “Expiration Date Time”), the Shareholder hereby irrevocably and subject to the terms of this Agreement, Holder hereby unconditionally agrees that at the Company Stockholder Shareholders’ Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to at which any of the matters described in subsections paragraphs (a) through – (df) of this Section 2.4 hereof is to be considered, Holder shall considered (solely in its capacity as a stockholder of the Companyand any adjournment or postponement thereof), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder shall (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting Securities to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or voted (including by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateSecurities: (a) in favor of for the adoption authorization and approval of the Merger Agreement Agreement, the Plan of Merger and the Merger;Transactions, (b) against any actionCompeting Transaction or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (c) against any other action, agreement or transaction (including any Acquisition Proposal) that would is intended, that could reasonably be expected, or the effect of which would could reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation any of the Contemplated Transactions, including the Closing and the Merger, or this Agreement or the performance by Holder the Shareholder of its obligations under this Agreement, including, including without limitation: , (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a any material amount of assets of the Company and its Subsidiaries, taken as a whole, or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any of its SubsidiariesSubsidiary; (iii) an election of new members to the Company Boardboard of directors of the Company, other than nominees to the board of directors of the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of its Subsidiaries’ Organizational Documents;Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (cd) against any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder the Shareholder contained in this Agreement; Agreement or (ii) any of otherwise reasonably requested by Parent in order to consummate the conditions to Transactions, including the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andMerger, (de) in favor of any adjournment, recess, delay adjournment or postponement of the Company Stockholder Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by the Company Board or the Special Committee Parent, and (f) in order to seek or obtain approval favor of the adoption of the Merger Agreement or any action, proposal, transaction or agreement other matter necessary to consummate effect the Transactions, including the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Each Founding Unitholder hereby agrees that at the Company Stockholder Meeting that, except as otherwise contemplated by this Agreement or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) such Founding Unitholder shall not as the holder of its Covered Units (A) call, or join with other Unitholders to call, any special meeting of the Limited Partners or (B) take action by written consent inconsistent with this Agreement or (ii) at any meeting of the Limited Partners at which any of the matters described below in this clause (ii) are to be voted on, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the Limited Partners is sought for such matters, such Founding Unitholder as the holder of its Covered Units, if it is entitled to do so, shall appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as all of the record date for determining stockholders entitled to vote at such meeting its Covered Units to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consentshall vote its Covered Units, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause its Covered Units to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in questionA) outstanding as of such record date: (a) in favor of the adoption and for approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction related proposal in furtherance thereof (including any Acquisition proposal relating to an amendment of the Merger Agreement contemplated by Section 6.4(d) thereof but excluding any Adverse Amendment) and (B) against: (1) any Alternative Proposal; (2) any action that would reasonably be expected, or the effect of which would reasonably be expected, expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (ix) a breach in of or failure to perform any respect of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company contained in either MLP Entity or GP Holdings under the Merger Agreement, or of Holder contained in this Agreement; or (iiy) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilledsatisfied; and (d3) any change in favor the business or management of any adjournment, recess, delay MLP or postponement MLP GP or membership of the Company Stockholder Meeting as may MLP GP Board (other than with respect to the transactions contemplated in the Merger Agreement); (4) any action that would prevent or materially delay, or would reasonably be reasonably requested by expected to prevent or materially delay, the Company Board or the Special Committee in order to seek or obtain approval of the adoption consummation of the Merger Agreement or the GP Equity Transfer; or (5) except as contemplated by the Merger Agreement, change in any actionmanner the distribution policy or capitalization of, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize including the voting power rights of any partners of, MLP. No Founding Unitholder shall take or agree to take any action as a Unitholder which it has agreed not to take in Section 1(a) and this Section 1(b), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) Stockholder hereby agrees that, prior to the Expiration Date and subject to the terms of this AgreementDate, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyIMSI, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, written action by consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company)IMSI, unless the Company Board and the Special Committee has made a Change of Board Recommendation otherwise directed in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreementwriting by AccessMedia, (i) appear at each such meeting or Stockholder shall cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentshall vote, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or any and all Subject Shares Beneficially Owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all Stockholder as of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as record date of such record datemeeting or written consent: (ai) in favor of the Merger, the execution and delivery by IMSI of the Merger Agreement and the adoption and approval of the Merger Agreement and the Mergerterms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (bii) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would result in (i) a breach in any respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company contained IMSI in the Merger Agreement; (iii) in favor of electing Xxxxxx Xxxx III and each individual nominated by the Stockholders’ Representative (as defined in the Merger Agreement and who shall initially be Xxxxxx Xxxxxxx), to become a member of the IMSI Board of Directors, following the Closing Date of the Merger and until the Expiration Date; and (iv) in favor of electing a sufficient number of individuals for the IMSI Board of Directors, nominated by the Stockholders’ Representative, such that said individuals would represent a majority of the IMSI Board of Directors, after the date upon which AccessMedia achieves Revenue of $20 million and until the Expiration Date. (b) Stockholder also agrees to vote all of his, her or its shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 2(a) of Holder contained in this Agreement; Agreement may be removed from office (other than for cause) unless (A) such removal is directed or approved by the Stockholders’ Representative or (B) the Stockholders’ Representative is no longer so entitled to designate or approve such director and (ii) any vacancies created by the resignation, removal or death of the conditions a director elected pursuant to Section 2(a) shall be filled pursuant to the consummation provisions of Section 2(a). Stockholder agrees to execute any written consents required to effectuate the Merger set forth in Article VI obligations of the Merger Agreement not being fulfilled; andthis Agreement. (dc) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent manner inconsistent with respect to (or otherwise to utilize the voting power ofSection 2(a), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so required by Section 2.9 of these Bylaws or so determined by the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote which are present in person or by proxy at such meeting. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast in the election of directors. Each other question shall, unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of stock having a majority of the votes which could be cast by the holders of all classes of stock entitled to vote on such question which are present in person or by proxy at the meeting. (b) Stock of the Corporation standing in the name of another corporation and entitled to vote may be voted by such officer, agent or proxy as the bylaws or other internal regulations of such other corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such other corporation may determine. (c) Stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. (d) A stockholder whose voting stock of the Corporation is pledged shall be entitled to vote such stock unless on the transfer records of the Corporation the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or such pledgee’s proxy, may represent such shares and vote thereon. (e) If voting stock is held of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the Expiration Date contrary and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting is furnished with a copy of the stockholders of instrument or order appointing them or creating the Companyrelationship wherein it is so provided, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, their acts with respect to which any of voting shall have the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, following effect: (i) appear at each if only one votes, such meeting or cause its representative(sact binds all; (ii) to appear at such meeting or otherwise cause if more than one vote, the Rollover Shares outstanding as act of the record date majority so voting binds all; and (iii) if more than one vote, but the vote is evenly split on any particular matter each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery of the State of Delaware or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for determining stockholders the purpose of this subsection shall be a majority or even split in interest. (f) Stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at such any meeting to of stockholders and shall not be counted as present thereat in the total number of outstanding shares for purposes the purpose of determining whether a quorum is present and respond to each request by present. Nothing in this Section 2.7 shall limit the Company for written consent, if any, of any shares entitled to provide consent as right of the record date for determining the stockholders Corporation to vote shares of stock of the Company entitled to act Corporation held by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares it in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiofiduciary capacity.

Voting. Prior to Unless and until the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation in accordance with Section 7.03(d) of the Merger Agreement (such time, the “Expiration Date Time”), the Shareholder hereby irrevocably and subject to the terms of this Agreement, Holder hereby unconditionally agrees that at the Company Stockholder Shareholders’ Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to at which any of the matters described in subsections paragraphs (a) through – (df) of this Section 2.4 hereof is to be considered, Holder shall considered (solely in its capacity as a stockholder of the Companyand any adjournment or postponement thereof), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder shall (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting Securities to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or voted (including by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateSecurities: (a) in favor of for the adoption authorization and approval of the Merger Agreement Agreement, the Plan of Merger and the Merger;Transactions, (b) against any actionCompeting Transaction or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (c) against any other action, agreement or transaction (including any Acquisition Proposal) that would is intended, that could reasonably be expected, or the effect of which would could reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation any of the Contemplated Transactions, including the Closing and the Merger, or this Agreement or the performance by Holder the Shareholder of its obligations under this Agreement, including, including without limitation: , (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a any material amount of assets of the Company and its Subsidiaries, taken as a whole, or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any of its SubsidiariesSubsidiary; (iii) an election of new members to the Company Boardboard of directors of the Company, other than nominees to the board of directors of the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of its Subsidiaries’ Organizational Documents;Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (cd) against any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder the Shareholder contained in this Agreement; Agreement or (ii) any of otherwise reasonably requested by Parent in order to consummate the conditions to Transactions, including the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andMerger, (de) in favor of any adjournment, recess, delay adjournment or postponement of the Company Stockholder Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by the Company Board or the Special Committee Parent, and (f) in order to seek or obtain approval favor of the adoption of the Merger Agreement or any action, proposal, transaction or agreement other matter necessary to consummate effect the Transactions, including the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this AgreementAt any Board meeting, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a each director may exercise one vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, . Decisions with respect to which any all matters that require approval of the matters described Board (other than those set forth in subsections (athis Section 8.9) through (d) shall be adopted if they receive the affirmative vote of a simple majority of the directors present and voting in person or by proxy. Notwithstanding any other provision of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear decisions with respect to those matters that are required by the Laws of Hong Kong at each such meeting or cause its representative(s) the time the relevant resolution is adopted to appear at such meeting or otherwise cause the Rollover Shares outstanding as be approved by unanimous approval of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by Board shall require the Company for written consent, if any, of any shares entitled to provide consent as unanimous approval of the record date for determining the stockholders of the Company entitled to act by consent Board and (ii) vote the following actions set forth in this Section 8.9 may not be taken by the Company or cause to be voted, in person any Subsidiary without the unanimous approval of the directors present at a duly constituted meeting of the Board or by proxy, or duly execute and deliver or cause to be duly executed and delivered a the unanimous written consent covering, of all members of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateBoard: (a) any agreement to make any capital expenditure in favor excess of the adoption and approval of the Merger Agreement and the MergerUS$2 million; (b) against any action, proposal, agreement single transaction or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect series of related transactions pursuant to which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any Subsidiary would incur any financial commitments or indebtedness in excess of its Subsidiaries US$2 million; (other than c) any material purchase, supply or marketing contract involving aggregate payments in excess of US$2 million; (d) the Merger); (ii) a sale, lease entering into of any related party transaction by the Company or transfer any Subsidiary with either Party or any Affiliate of a material amount Party (including the entering into of assets any Shareholder’s loans between any Party and the Company, but not including the entering into of the Company License Agreement, the Services Agreement and its Subsidiaries, taken as a wholethe Other Agreements, or any transactions entered into with a reorganizationrelated party contemplated by and/or for the purposes of implementing the License Agreement , recapitalization the Services Agreement or liquidation any Other Agreement); (e) the appointment or change of auditors of the Company or any Subsidiary, provided that the Parties agree to change auditors as necessary to comply with applicable Laws; (f) any distribution of its Subsidiaries; profits of the Company or any Subsidiary by way of dividend, capitalization of reserves or otherwise, except as provided in Section 11; (iiig) an election of new members any change to the accounting policies of the Company; (h) any settlement, compromise or resolution of material litigation, arbitration, mediation or other material dispute resolution procedures (and, for this purpose, in considering whether the matter is “material,” any effect such litigation, arbitration, mediation or other dispute resolution procedures may have on WTW or its Affiliates and licensees within and outside the Territory shall be considered); (i) any change to the size of the Board or the board of directors of any Subsidiary; (j) the appointment (but not the removal) of the chief financial officer (or its equivalent) of the Company Boardor any Subsidiary; (k) any determination of compensation (including cash and stock option compensation) of the top five executives of the Company or any Subsidiary, if the amount of compensation exceeds the range specified in the guidelines provided by WTW and agreed by both Parties, other than nominees annual increases to compensation based on changes in the Company Board who are serving as directors Consumer Price Index; (l) any amendment, modification, waiver or termination of the Company on the date of this Agreement or as otherwise provided in the Merger License Agreement; or ; (ivm) any material change in the present capitalization scope or dividend policy nature of the business or activities of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsSubsidiary; (cn) against the entry by the Company or any action, proposal, transaction Subsidiary into or agreement that would result in (i) a breach in any respect termination of any covenant, representation partnership or warranty joint venture agreement or the acquisition of or merger with any other obligation business; (o) the disposal of any material part of the Licensed Business or agreement assets of the Company contained involving aggregate payments in excess of US$2 million; (p) the Merger Agreementtermination or dissolution of, or the entering into of Holder contained in this Agreement; bankruptcy, insolvency or receivership by, the Company or any Subsidiary; (iiq) any approval or amendment of any Five-Year Business Plan, including the conditions to KPIs and MPTs, or the consummation of the Merger Annual Plan as set forth in Article VI Section 12.3; (r) the calling of capital contributions for the Company or any Subsidiary (excluding any firm capital commitments for the establishment of any Subsidiary or any mandatory requirements to make capital contributions as required under applicable Laws); (s) any issuance, purchase or redemption of any Shares of the Merger Agreement not being fulfilledCompany or equity interest of any Subsidiary, or any securities that can be converted into Shares or equity interest of any Subsidiary of the Company, or any change of the share capital structure of the Company or in the registered capital or share capital structure of any Subsidiary; (t) any amendment to the Charter Documents or the articles of association of any Subsidiary; (u) the public offering of securities of the Company or any Subsidiary; and (dv) in favor of any adjournmentthe appointment, recess, delay removal or postponement replacement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by Xxxxxx to vote, or express consent or dissent with respect to CEO (or otherwise to utilize the voting power ofits equivalent), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.