Common use of Voting Clause in Contracts

Voting. Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting of the Shareholders, however called, Shareholder shall: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during the period commencing on From the date hereof and continuing until the termination of this Agreement terminates pursuant in accordance with Section 4, and subject to Section 2 hereof5(a), at any meeting of the ShareholdersShareholders of Company, however calledcalled (or any action by written consent in lieu of a meeting), or any adjournment thereof, Shareholder shall: shall vote or cause to be voted all Shareholder Shares or (aas appropriate) vote the Shares execute written consents in respect thereof, (i) in favor of (A) any adoption of the MergerAcquisition Agreement and approval of the transactions contemplated thereby, and (B) any other matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and the Offer; and (bii) vote the Shares against (w) any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of Company in the Company under the Merger Acquisition Agreement; and , (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (ix) any extraordinary corporate transaction, such as a including, an Acquisition Proposal, merger, consolidation acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving Company and a third party, or any other business combination involving the proposal of a third party to acquire Company or all or substantially all of the assets thereof and (y) any amendment of its subsidiaries; Company Corporate Documents or change in any manner the voting rights of any class of capital stock, except as may be requested in writing by Purchaser, unless, in the case of clause (ii) Purchaser has otherwise consented to such action in writing. Shareholder shall also not commit or agree to take any action inconsistent with the foregoing. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a sale quorum is present and for purposes of recording the results of such vote (or transfer consent). Shareholder shall execute and deliver to Purchaser any proxy cards that such Shareholder receives to vote in favor of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Acquisition Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. The Shareholder hereby agrees that during to attend, in person or by proxy, all meetings of the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofshareholders of UXP and, at any meeting of the Shareholdersshareholders of UXP, however called, Shareholder shall: agrees to vote all of the Shares: (a) vote the Shares in favor of the Merger; transactions contemplated by the Merger Agreement; (b) vote the Shares against any action or agreement that would could result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under UXP in the Merger Agreement; and ; (c) vote except as otherwise agreed by the Shares Purchaser, against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone with or discourage the transactions contemplated by the Merger Agreement (or attempt to discourage do any of the Mergerforegoing), including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation rights offering, reorganization, recapitalization or liquidation involving UXP, other business combination involving than the Company or any of its subsidiariesMerger; (ii) a sale or transfer of a material amount portion of the assets of UXP or the Company or issuance of any securities of its subsidiaries or a reorganizationUXP, recapitalization or liquidation other than upon exercise of the Company and its subsidiariesoutstanding options; (iii) any change in the management executive officers or board Board of directors Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubUXP; (iv) any material change in the present authorized, issued or outstanding capital stock of UXP (other than as a result of the exercise of options outstanding on the date of this Agreement), or the issuance by UXP of any options, warrants, debentures or other securities convertible into or exercisable or exchangeable for capital stock of UXP or any other change in the present capitalization or dividend policy of the CompanyUXP; or (v) any other material change in the Company's corporate structure articles of incorporation or business bylaws of UXP; or (vi) any other action which is intendedchange in UXP’s corporate structure or business; and (d) in the manner specified by the Purchaser from time to time with respect to any other matter which, or could be reasonably expectedin the Purchaser’s reasonable judgment, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by may contradict any provision of this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve or the Merger Agreement and or may make it more difficult or less desirable for the transactions contemplated thereby), each Shareholder hereby waives any right Purchaser to receive notice consummate the Merger or may delay or hinder the consummation of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseMerger.

Voting. Shareholder From and after the date hereof until the earlier of (x) the consummation of the Merger and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier date, the “Expiration Date”), the Unitholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersPartnership Unitholders at which a vote of the Unitholders on the Merger is requested, however called, Shareholder shall: or in connection with any written consent of the Partnership Unitholders, the Unitholder (ain such capacity and not in any other capacity) will (i) appear, in person or by proxy or written consent, at such meeting or otherwise cause all of the Securities to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shares Securities (A) in favor of the Merger; Approval (band, in the event that the Approval is presented as more than one proposal, in favor of each proposal that is part of the Approval), (B) vote in favor of any proposal to adjourn or postpone such meeting of the Shares Partnership Unitholders to a later date if there are not sufficient votes to obtain the Approval, (C) against any action Alternative Proposal, and (D) against any action, proposal, transaction or agreement that would be reasonably likely to (I) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than Partnership contained in the Merger Agreement or the transactions contemplated thereby(II) that would impede, interfere with, delay, postpone prevent or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to materially impede, interfere with, delay, postpone or adversely effect affect the merger Merger and the transactions contemplated by this the Merger Agreement and or Parent, Merger Sub, Partnership or Partnership GP’s ability to consummate the transactions contemplated by the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (, including any action to approve the Merger Agreement and the transactions contemplated thereby(clauses (A) through (D), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise“Required Votes”).

Voting. Shareholder From and after the date hereof until the earliest of (a) the consummation of the Merger, (b) six (6) months following the date of termination of the Merger Agreement pursuant to and in compliance with Section 7.1(d) or 7.1(e) of the Merger Agreement, or pursuant to and in compliance with Section 7.1(f) of the Merger Agreement as a result of a material breach by the Company of the covenants set forth in Section 5.8(a) or 5.8(b) of the Merger Agreement, (c) the termination of the Merger Agreement pursuant to and in compliance with the terms therein in circumstances in which the Merger Agreement was not terminated pursuant to Section 7.1(d) or 7.1(e) of the Merger Agreement, or pursuant to and in compliance with Section 7.1(f) of the Merger Agreement as a result of a material breach by the Company of the covenants set forth in Section 5.8(a) or 5.8(b) of the Merger Agreement, and (d) with respect to each Stockholder, the entry into without the prior written consent of such Stockholder into any amendment or modification of the Merger Agreement or any waiver of any of the Company’s rights under the Merger Agreement, in each case, which results in a decrease in, or change in the composition of, the Exchange Ratio or imposes any material restrictions or additional constraints on the composition of, the Exchange Ratio (such earliest date, the “Expiration Date”), each of the Stockholders irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s stockholders, however called, Shareholder shall: or in connection with any written consent of the Company’s stockholders, such Stockholder (in such capacity and not in any other capacity) will (i) appear at such meeting or otherwise cause all of the Securities (whether owned beneficially or of record by such Stockholder) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Securities (whether owned beneficially or of record by such Stockholder) as follows: (a) with respect to each meeting at which a vote of such Stockholder on the Shares adoption of the Merger Agreement is requested (a “Merger Proposal”), in favor of the Merger; Merger Proposal and in favor of any other matter submitted to the Company’s stockholders as to approval of the Merger and other transactions contemplated by the Merger Agreement; (b) vote the Shares against any action Company Acquisition Proposal, without regard to the terms of such Company Acquisition Proposal; (c) against any other action, agreement or transaction that is expressly intended or that would reasonably be expected to materially impede, interfere with, delay or postpone the Merger or any of the other transactions contemplated by the Merger Agreement or the performance of the Company’s obligations under this Agreement, including, but not limited to, any of the following: (i) any merger, consolidation or other business combination involving the Company or any of its Subsidiaries; or (ii) a sale, lease or transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company and its Subsidiaries, excluding, in each such case, (A) any action, agreement or transaction that is approved in writing by Parent, (B) the Merger and (C) any other transaction that is expressly contemplated by or provided for in the Merger Agreement; (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement, or of such Stockholder contained in this Agreement; and and (ce) vote the Shares against in favor of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt matter submitted to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed ’s stockholders necessary to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy consummation of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (, including any action to approve the Merger Agreement and the transactions contemplated thereby(clauses (a) through (e), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise“Required Votes”).

Voting. Shareholder The Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until term that this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) all voting Shares (as defined in Section 2.1) held of record (or beneficially) by the Stockholder: (a) vote the Shares in favor of the Merger; Merger and the adoption of the Merger Agreement; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement agreement, of the Company under the Merger Agreement; and or (c) vote except as otherwise agreed to in writing in advance by Parent, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; subsidiaries (as defined in the Merger Agreement); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; ; (iii) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; ; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment to the Company; 's Articles of Incorporation or By-laws; (v) any other material change in the Company's corporate structure or business or business; or (vi) any other action which that is intended, or that could reasonably be reasonably expected, to impede, interfere with, delay, postpone or discourage, or adversely effect affect the merger contemplated economic benefits to Parent of the Merger and the actions or transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement. The Stockholder further agrees that the transactions contemplated thereby), each Shareholder hereby waives Stockholder will not enter into any right agreement or understanding with any person or entity prior to receive notice the termination of this Agreement that is in any manner inconsistent with the taking provisions of such corporate action without a meeting pursuant to this Section 1766 of the PBCL or otherwise1.1.

Voting. From and after the date hereof until the earlier of (a) the Acceptance Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, such Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, such Shareholder shall: will (i) appear at such meeting or otherwise cause its Covered Securities (as defined below) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of such Shareholder’s Securities beneficially owned or controlled by such Shareholder as of the relevant time (the “Covered Securities”), without regard to any Adverse Recommendation Change, (a) vote the Shares in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Competing Proposal, without regard to the terms of any covenantsuch Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerOffer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariessubsidiaries (other than the Offer and the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In , including the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseOffer.

Voting. Shareholder (a) The Company Principal Stockholder hereby reresents that it is an “accredited investor” as such term is defined within Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (b) The Company Principal Stockholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, the Company Principal Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and, subject only to Parent’s compliance with applicable securities laws, shall vote, or cause to be voted, any and all Subject Shares Beneficially Owned by the Company Principal Stockholder as of the record date of such meeting or written consent: (ai) vote for the Shares execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the Merger; other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (bii) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and and (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any subsidiary of the Company; (iiiD) any change in the management or individuals who serve as members of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivE) any amendment to the Company’s certificate of incorporation or bylaws; (F) any material change in the present capitalization or dividend policy of the Company; Company or (v) any other material change in the Company's ’s corporate structure or business or structure; and (viG) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. (c) No provision contained in this Agreement shall prohibit the Company Principal Stockholder from voting in his capacity as a director of the Company in any manner whatsoever. (d) Prior to the Expiration Date, the Company Principal Stockholder shall not enter into any other agreement or understanding with any Person requiring him to vote in his capacity as a stockholder or give instructions in any manner inconsistent with clause “(i),” clause “(ii)” or clause “(iii)” of this Section 2(a). (e) The Company Principal Stockholder hereby waives and agrees not to exercise any applicable “appraisal rights” under the Delaware General Corporation Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Warburg hereby agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 hereof11), at any meeting of the Shareholdersstockholders of the Company or in connection with any written consent of the stockholders of the Company, however called, Shareholder shall: Warburg shall vote (aor cause to be voted) vote the Shares held of record or beneficially by Warburg (i) in favor of the Merger, and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ciii) vote except as specifically requested in writing by the Shares Purchaser in advance, against any action or agreement the following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii2) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv3) any material change in the present capitalization of the company including any proposal to sell any equity interest in the Company or dividend policy any of its subsidiaries or any amendment of the Articles of Incorporation of the Company; or (v4) any other material change in the Company's corporate structure or business business; or (vid) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement. Warburg shall not enter into any agreement, arrangement or understanding with any Person the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice effect of which would be inconsistent or violative of the taking of such corporate action without a meeting pursuant to provisions and agreement contained in this Section 1766 of the PBCL or otherwise6(a).

Voting. Shareholder Each Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company, however calledcalled and at any adjournment thereof, Shareholder shall: or pursuant to any action by written consent, such Stockholder shall appear at such meeting, in person or by proxy, or otherwise cause its Securities to be counted as present thereat for purposes of establishing a quorum and (a) vote the Shares (or cause to be voted) all of its Securities in favor of the Mergerapproval, adoption, consent and ratification of the Merger Agreement, the Merger and all the other transactions contemplated thereby (collectively, the "Transactions"); (b) vote the Shares (or cause to be voted) all of its Securities against any action or agreement that would delay, impede, interfere with or discourage the consummation of the Transactions or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholders under this Agreement; and (c) vote the Shares (or cause to be voted) all of its Securities against any action or agreement of the following (other than the Merger Agreement and the Transactions, including as it may have been, or the transactions contemplated thereby) that would impedemay have been proposed by Parent or Purchaser to be, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: amended): (i) any extraordinary corporate transactiontransaction or agreement therefor, such as a including without limitation any merger, consolidation or other consolidation, recapitalization, reorganization, tender offer, share exchange, liquidation, dissolution, business combination or similar transaction involving the Company or any of its subsidiaries; Subsidiaries (including an Acquisition Proposal), (ii) a sale or transfer Transfer (as defined hereinafter) of a material amount of assets of the Company or any of its subsidiaries or a reorganizationSubsidiaries, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board majority of directors the Board of Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; , (v) any amendment of the Company's certificate of incorporation or bylaws, or (vvi) any other material change in the Company's corporate structure or business or change in any manner of the voting rights of the Company Common Stock (viany matter under clauses (a), (b) or (c), a "Subject Proposal"). No Stockholder shall enter into any agreement or understanding with any person prior to the termination of this Agreement to vote in any manner inconsistent herewith. As used herein, the term "Transfer" means any sale, transfer, pledge, encumbrance, assignment or other disposition of, or execution of any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition (including but not limited to by way of merger, consolidation, recapitalization, tender offer or any other action which is intendedsimilar transaction) of, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including Securities or any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseinterest therein.

Voting. Shareholder (a) Each Stockholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersstockholders of the Company, however calledcalled and at every adjournment and postponement thereof, Shareholder shall: and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, such Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and shall vote, or cause to be voted, any and all Subject Shares as of the record date of such meeting or written consent: (ai) vote the Shares in favor of the Merger; , the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms 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) vote the Shares against any action or agreement that would result or could reasonably be expected to result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and and (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any subsidiary of the Company; (iiiD) any change in the management or individuals who serve as members of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivE) any amendment to the Company’s certificate of incorporation or bylaws; (F) any material change in the present capitalization or dividend policy of the Company; Company or (v) any other material change in the Company's ’s corporate structure or business or structure; and (viG) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement Agreement. (b) Prior to the Expiration Date, no Stockholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(i),” clause “(ii)” or clause “(iii)” of this Section 2(a). (c) Each Stockholder hereby waives and agrees not to exercise any applicable “appraisal rights” under the Delaware General Corporation Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. From and after the date hereof until the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, and (c) the occurrence of a Company Board Recommendation Change (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or extraordinary and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, such Shareholder shall: shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Securities, (a) vote for the Shares in favor authorization and approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to the authorization and approval of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of its subsidiariesthe Company (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any Subsidiary of its subsidiaries the Company or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Subsidiary of the Company; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof such Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Each Shareholder hereby agrees that during (for so long as the period commencing on the date hereof and continuing until this Merger Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Company Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Company Common Stock, he shall vote (or cause to be voted) his Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Acquisition Sub, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of and its subsidiariesSubsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiariesSubsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing contemplated by the Parent and the Merger SubAgreement; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's certificate of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business business. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of the Company shall be free to act in his or (vi) any other action which is intendedher capacity as a member of the Board of Directors of the Company and to discharge his or her fiduciary duty as such. At the request of Acquisition Sub, or could be reasonably expectedeach Shareholder, to impede, interfere with, delay, postpone or adversely effect in furtherance of the merger voting agreement and the transactions contemplated hereby and by this Agreement and the Merger Agreement, shall promptly execute and deliver to Acquisition Sub an irrevocable proxy and irrevocably appoint Acquisition Sub or its designees, its attorney and proxy to vote all Shares of such Shareholder, for all purposes whatsoever, with full power of substitution. In Each such Shareholder acknowledges that this proxy (a) shall be coupled with an interest, (b) constitutes, among other things, an inducement for Acquisition Sub to enter into the event that Merger Agreement, and (c) shall be irrevocable and shall not be terminated by operation of law upon the occurrence of any corporate action consistent with this Agreement is taken by event. Any such proxy shall terminate upon the shareholders termination of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice Option. The provisions of this Section 2 shall constitute a voting agreement under Section 14-2-731 of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseGeorgia Business Corporation Code.

Voting. Shareholder Each International Investor hereby agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 hereof9), at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such International Investor shall vote (or cause to be voted) the International Shares held of record or beneficially by such party (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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 hereof and thereof; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote except as specifically requested in writing by Parent in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesCompany; (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesCompany; (iiiiii)(A) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivB) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-Laws; or (vC) any other material change in the Company's corporate structure or business business; or (viD) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Offer, the Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement or the transactions contemplated therebyeconomic benefits of any of the foregoing. No International Investor shall enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during at the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at Shareholders’ Meeting or any other annual or special meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) vote the Shares — (f) hereof is to be considered (and any adjournment or postponement thereof), or in favor connection with any written resolution of the Merger; Company’s shareholders, such Shareholder shall (i) cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities: (a) for the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, (b) vote the Shares against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to the authorization or the approval of the Merger Agreement or the Plan of Merger or in competition or inconsistent with the Merger and the other Transactions, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions, the Merger Agreement, the Plan of Merger or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, 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 or any of its Subsidiary or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees of the Shareholders and nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and (c) vote the Shares against any action , or agreement (other than of such Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Merger Agreement and the other Transactions, (e) in favor of any other matter necessary to effect the Merger and the other Transactions, and (f) in favor of any adjournment or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company Shareholders Meeting or any of its subsidiaries other annual or a reorganization, recapitalization or liquidation special meetings of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) however called, at which any material change in the present capitalization or dividend policy of the Company; matters described in paragraphs (a) - (f) hereof is to be considered (and any adjournment or (vpostponement thereof) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could as may be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated requested by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseParent.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof until the Expiration Time (as defined below), each of the Supporting Shareholders and continuing until this Agreement terminates pursuant to Section 2 hereof, the Beneficial Owners (solely in its or his capacity as Beneficial Owner of its or his Securities) irrevocably and unconditionally agrees that at the Company Shareholders Meeting or any other annual or extraordinary general meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) – (f) of this Section 1.1 is to be considered (and any adjournment or postponement thereof), it or he shall (i) appear or cause its or his representative(s) to appear at such meeting or otherwise cause its or his Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted (including by proxy, if applicable) all of its or his Securities: (a) for the Shares in favor authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger; ; (b) vote the Shares against any Alternative Proposal or any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, or in competition or inconsistent with the Transactions, including the Merger; (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by it or him of its or his obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (iv) any other action that would require the written consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent; (d) against any action, proposal, transaction or agreement that would could reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of it or him contained in this Agreement; (ce) vote in favor of any other matter necessary to effect the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impedeTransactions, interfere with, delay, postpone or attempt to discourage including the Merger, including, but not limited to: ; and (if) in favor of any extraordinary corporate transaction, such as a merger, consolidation adjournment or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company Shareholders Meeting or any of its subsidiaries other annual or a reorganization, recapitalization or liquidation extraordinary general meeting of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) however called, at which any material change in the present capitalization or dividend policy of the Company; matters described in paragraphs (a) – (e) in this Section 1.1 is to be considered (and any adjournment or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated therebypostponement thereof), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Each Stockholder hereby severally and not jointly agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 7 hereof), at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (aor cause to be voted) vote the Shares held of record or beneficially by such Stockholder (i) in favor of the MergerMerger and adoption of the Merger Agreement, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (bii) vote the Shares against any action or agreement that would (or would be reasonably likely to) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ciii) vote except as specifically requested in writing by Acquisition in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii2) a sale sale, lease or transfer (whether by merger, consolidation, operation of law or otherwise) of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; (iii3) (a) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivb) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's certificate of incorporation or by-laws; or (vc) any other material change in the Company's corporate structure or business business; or (vid) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement or the transactions contemplated therebyeconomic benefits of any of the foregoing. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Shareholder (a) The Company Principal Stockholder hereby reresents that it is an “accredited investor” as such term is defined within Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. (b) The Company Principal Stockholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, the Company Principal Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and, subject only to Parent’s compliance with applicable securities laws, shall vote, or cause to be voted, any and all Subject Shares as of the record date of such meeting or written consent: (ai) vote for the Shares adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement, including without limitation the Merger and the amendment to the Company’s certificate of incorporation relating to the automatic conversion of the Company Preferred Stock upon consummation of the Merger; , and in favor of any action in furtherance of any of the foregoing; (bii) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and and (ciii) vote against the Shares against any action or agreement following actions (other than the transactions contemplated by the Merger Agreement or including without limitation the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt Merger and the amendment to discourage the Company’s certificate of incorporation relating to the automatic conversion of the Company Preferred Stock upon consummation of the Merger, including, but not limited to: ): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any subsidiary of the Company; (iiiD) any change in the management or individuals who serve as members of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivE) any amendment to the Company’s certificate of incorporation or bylaws; (F) any material change in the present capitalization or dividend policy of the Company; Company or (v) any other material change in the Company's ’s corporate structure or business or structure; and (viG) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. (c) No provision contained in this Agreement shall prohibit the Company Principal Stockholder from voting in his capacity as a director of the Company in any manner whatsoever. (d) Prior to the Expiration Date, the Company Principal Stockholder shall not enter into any other agreement or understanding with any third party requiring him to vote in his capacity as a stockholder or give instructions in any manner inconsistent with clause “(i),” clause “(ii)” or clause “(iii)” of Subsection (b) of this Section 2 of this Agreement. (e) The Company Principal Stockholder hereby waives and agrees not to exercise or seek to exercise any applicable “appraisal rights” under the Delaware General Corporation Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder CPI hereby agrees that during to vote (or cause to be voted), 11,750,000 Common Shares and 11,750,000 Class B Common Shares (collectively, the period commencing on the date hereof "Company Shares") owned by CPI (and continuing until this Agreement terminates pursuant to Section 2 hereofany and all securities issued or issuable in respect thereof), at any annual, special or other meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: and at any adjournment or adjournments thereof: (ai) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement approval of the Company under Merger and the other transactions contemplated by the Merger Agreement (including the transactions pursuant to the Asset Purchase Agreement) and in favor of the approval and adoption of the Merger Agreement; , and all actions required in furtherance thereof; (cii) vote in favor of the Shares approval of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement and all actions required in furtherance thereof; (iii) against any action or agreement Acquisition Proposal (other than (A) the Company Merger and the Assets Purchase, (B) any Substitute Merger Agreement (as defined in the Asset Purchase Agreement) and the transactions contemplated thereby (the "Substitute Merger") and (C) any Substitute APA and the transactions contemplated thereby (the "Substitute Asset Purchase"); and (iv) against any amendment of the Company's Certificate of Incorporation or Bylaws which amendment would in any manner prevent or materially impede, interfere with or delay the Company Merger, the Merger Agreement Agreement, the Assets Purchase, the Asset Purchase Agreement, or any of the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.;

Voting. From and after the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during at the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any Shareholders’ Meeting or other annual or extraordinary general meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) vote the Shares – (f) hereof is to be considered (and any adjournment or postponement thereof), or in favor connection with any written resolution of the Merger; Company’s shareholders, such Shareholder shall (i) cause its or his representative(s) to appear at such meeting or otherwise cause its or his Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities as set forth in Part II of Schedule A (such Securities, the “Voting Securities”): (a) for authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its or his obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, 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 or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as may be otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to Section 5.01 of the Merger Agreement, except if approved in writing by Parent, (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement, (ce) vote the Shares against in favor of any action adjournment or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company Shareholders’ Meeting as may be reasonably requested or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to approved in writing by the Parent and the Merger Sub; Parent, and (ivf) any material change in the present capitalization or dividend policy favor of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. (a) The Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant the Expiration Date (such period being referred to Section 2 hereofas the "Voting Period"), at any meeting (whether annual or special, and whether or not an adjourned or postponed meeting) of the ShareholdersCompany's shareholders or holders of TOPrS, however called, or in connection with any written consent of the Company's shareholders or holders of TOPrS, unless there shall be in effect at such time a preliminary or permanent injunction or other final order by any court of competent jurisdiction barring such action, the Shareholder shallshall vote (or cause to be voted) (i) all Securities and (ii) all other securities of the Company then Beneficially Owned by the Shareholder and entitled to vote generally in the election of directors of the Company or otherwise entitled to vote with respect to any matter or proposal submitted for the vote or consent of the shareholders of the Company or holders of TOPrS: (ai) vote the Shares in favor of the MergerOffer, the execution, delivery and performance by the Company of the Acquisition Agreement and the approval and acceptance of the Offer and the terms thereof; and (bii) vote the Shares against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Shareholder under this Agreement or of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Acquisition Agreement or the transactions contemplated thereby(B) that would prevent, impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited toOffer or the transactions contemplated by the Acquisition Agreement including without limitation: (i1) any extraordinary corporate transactioncorporation transaction (other than with Purchaser as contemplated by the Acquisition Agreement), such as a merger, consolidation or other business combination combination, reorganization or liquidation involving the Company or any of its subsidiariesSubsidiaries; (ii2) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiariesSubsidiaries; (iii3) any change in the management or board membership of directors the Supervisory Board of [sic] Management Board of the Company, except as otherwise agreed to or requested in writing by Purchaser in accordance with the Parent and the Merger Subterms hereof; (iv4) any material change in the present capitalization or dividend policy of the Company; Company or any of its Subsidiaries or (v5) any other material change in the Company's corporate structure or business or operations. The Shareholder shall not enter into any agreement with any Person which would violate the provisions contained in this Section 3. (vib) any other action which is intendedAs soon as practicable after commencement of the Offer, or could Purchaser shall provide the Company and Shareholder with the names of the individuals Purchaser wishes to be reasonably expected, appointed to impede, interfere with, delay, postpone or adversely effect the merger Supervisory Board and the transactions contemplated Management Board of the Company effective as of the Closing. Following receipt by this Agreement Shareholder and the Merger Agreement. In Company of the event that names of such individuals (and any corporate action consistent with this Agreement is taken further information regarding these individuals as reasonably requested by Shareholder and the Company), at a general meeting of shareholders convened by the shareholders Company for the purpose of appointing such individuals to the Supervisory Board and the Management Board of the company by written consent (including any action Company, as the case may be, Shareholder shall cause such appointments to approve take place effective as of, and conditional upon the Merger Agreement and occurrence of, the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseClosing.

Voting. Shareholder hereby agrees that during Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to conditions contained in Section 2 3(b) hereof, each Consenting Holder agrees that, for the duration of the Lock-Up Period, such Consenting Holder shall, subject to the receipt by such Consenting Holder of a disclosure statement and other solicitation materials in respect of the Plan (the “Disclosure Statement”): (i) timely vote or cause to be voted its claims against the Company arising under the Senior Notes to accept the Plan; provided, however, that such vote may, upon written notice to the Company and the other Parties, be revoked (and, upon such revocation, deemed void ab initio) by any Consenting Holder at any meeting of time after the ShareholdersLock-Up Period; (ii) timely vote or cause to be voted against and not consent to, however calledor otherwise directly or indirectly support, Shareholder shall: (a) vote solicit, assist, encourage or participate in the Shares in favor of the Merger; (b) vote the Shares against formulation of, any action restructuring or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement reorganization of the Company under (or any plan or proposal in respect of the Merger Agreement; and (csame) vote the Shares against any action or agreement (other than the Merger Agreement Plan; and (iii) not (A) directly or indirectly seek, solicit, support or encourage the transactions contemplated thereby) termination or modification of the exclusive period for the filing of any plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company, or take any other action, including but not limited to initiating any legal proceedings or enforcing rights as a holder of the Senior Notes, that would impedecould prevent, interfere with, delay, postpone delay or attempt to discourage impede the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets approval of the Company Disclosure Statement, the Solicitation or any of its subsidiaries the implementation or a reorganization, recapitalization or liquidation consummation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except Restructuring Transactions as otherwise agreed to in writing contemplated by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; Plan, or (vB) any other material change in the Company's corporate structure or business or (vi) take any other action which that is intendedinconsistent with, or could be reasonably expectedthat would delay confirmation or consummation of, to impede, interfere with, delay, postpone the Plan or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseRestructuring Transactions.

Voting. Shareholder hereby agrees that during Until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Time, at any every meeting of the ShareholdersCompany’s stockholders at which any of the following matters are to be voted on (and at every adjournment, however calledrecess or postponement thereof), Shareholder shall: and in connection with any request for an action by consent of the Company’s stockholders in lieu of a meeting, the Stockholder shall vote (including via proxy) or execute and deliver a consent with respect to, all of the Covered Shares (or cause the holder(s) of record on any applicable record date to vote (including via proxy) or execute and deliver a consent with respect to all of the Covered Shares): (a) vote the Shares in favor of the Merger; adoption of the Merger Agreement and the approval of the Merger and the other Transactions; (b) vote in favor of the Shares approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes present for there to be a quorum or for the procurement of the Company Required Vote on the date on which such meeting is held; and (c) against (i) any action action, proposal, transaction or agreement that would reasonably be expected to result in any condition set forth in Article VI of the Merger Agreement not being satisfied prior to the termination of the Merger Agreement or a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company Stockholder under the Merger this Agreement; and , (cii) vote the Shares against any Acquisition Proposal or any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Mergerproposal in furtherance of any Acquisition Proposal, including, but not limited to: in each case, any Superior Proposal, without regard to the terms thereof, (iiii) any action, proposal, transaction or agreement that would change in any manner the voting rights of any shares of the Company (including any extraordinary corporate transaction, such as a merger, consolidation consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, statutory conversion, statutory transfer, domestication or continuance or similar transaction, any amendment, modification, supplement and/or restatement of the Certificate of Incorporation or bylaws or other business combination involving the Company organizational or governing documents of, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of its subsidiaries; (ii) a sale all or transfer of a material amount of assets portion of the Company or any of its subsidiaries or a reorganizationassets of, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company), except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in other proposal, action or agreement that would reasonably be expected to prevent or materially impede or materially delay the present capitalization or dividend policy consummation of the Company; Merger or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseother Transactions.

Voting. Shareholder The Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company (or at any adjournments or postponements thereof), however called, Shareholder shall: or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (aor cause to be voted) vote the Shares (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions and other matters contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (ciii) vote except as otherwise agreed to in writing in advance by Parent, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions and other matters contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii2) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiaries; (iii3) (a) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivb) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-laws; or (vc) any other material change in the Company's corporate structure or business business; or (vid) any other action which action; which, in the case of each of the matters referred to in clauses 3(a), (b), (c) or (d), is intended, or could reasonably be reasonably expected, to impede, frustrate, prevent, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and contemplated economic benefits to Parent of the Exchange or the Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and this Agreement or change in any manner the transactions contemplated therebyvoting rights of the Company Common Stock. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions after such termination in a manner inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Shareholder Each Stockholder hereby agrees that during (for so long as the period commencing on the date hereof and continuing until this Merger Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Company Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Company Common Stock, he shall vote (or cause to be voted) his Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Purchaser, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of and its subsidiariesSubsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiariesSubsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing contemplated by the Parent and the Merger SubAgreement; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's certificate of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business business. Notwithstanding anything to the contrary contained in this Agreement, each Stockholder who is also a member of the Board of Directors of the Company shall be free to act in his or (vi) any other action which is intendedher capacity as a member of the Board of Directors of the Company and to discharge his or her fiduciary duty as such. At the request of Purchaser, or could be reasonably expectedeach Stockholder, to impede, interfere with, delay, postpone or adversely effect in furtherance of the merger voting agreement and the transactions contemplated hereby and by this Agreement and the Merger Agreement, shall promptly execute and deliver to Purchaser an irrevocable proxy (the "Irrevocable Proxy") and irrevocably appoint Purchaser or its designees, its attorney and proxy to vote all Shares of such Stockholder, for all purposes whatsoever, with full power of substitution. In Each such Stockholder acknowledges that this proxy (a) shall be coupled with an interest, (b) constitutes, among other things, an inducement for Purchaser to enter into the event that Merger Agreement, and (c) shall be irrevocable and shall not be terminated by operation of law upon the occurrence of any corporate action consistent with event. Notwithstanding anything to the contrary contained herein, the Irrevocable Proxy and the voting agreement contained in this Agreement is taken by Section 2 shall terminate immediately upon the shareholders termination of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice Option. The provisions of this Section 2 shall constitute a voting agreement under Section 212 of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseDelaware General Corporation Law.

Voting. Shareholder The Stockholder hereby revokes any and all previous ------ proxies granted with respect to the Stockholder Shares. By entering into this Agreement, the Stockholder hereby consents to the Merger Agreement and the transactions contemplated thereby, including the Merger. So long as this Agreement is in effect and has not been terminated, the Stockholder hereby agrees that during to vote all Stockholder Shares now or hereafter acquired by the period commencing on the date hereof Stockholder, and continuing until this Agreement terminates pursuant to Section 2 hereof, at all other shares of Common Stock (and any meeting other securities of the Shareholders, however called, Shareholder shall: Company with voting power) over which the Stockholder has or controls voting power: (a) vote the Shares in favor of adoption of the Merger; Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (b) vote the Shares against any action or agreement that would result in a breach approval of any covenantproposal made in opposition to, representation or warranty or any other obligation or agreement in competition with, consummation of the Company under Merger and the Merger Agreement; and and, (c) vote the Shares against any action or agreement of the following actions (other than those actions that relate to the Merger Agreement or and are contemplated by the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation consolidation, business combination, sale of assets, reorganization or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets recapitalization of the Company or with any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiariesparty; (iiiB) any change in the management dissolution, liquidation or board of directors winding up of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivC) any joint venture or material strategic relationship with any party; (D) any material change in the present capitalization or dividend policy of the Company or the Company's capital structure; or (v) any other material change in the Company's corporate structure or business or (viE) any other action which that is intended, or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and The Stockholder shall not commit or agree to take any action inconsistent with the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseforegoing.

Voting. Shareholder hereby agrees that during During the period commencing on between the date hereof and continuing until of this Agreement terminates pursuant to Section 2 hereofand the Closing Date, at any meeting of the ShareholdersCompany's shareholders (whether annual or special, and whether or not an adjourned or postponed meeting), however called, Shareholder shall: or in connection with any written consent of the Company's shareholders, vote (or cause to be voted) all shares of Common Stock beneficially owned by Seller and its Affiliates (which shall include all shares of Common Stock acquired by Seller or any of its Affiliates after the date hereof upon exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise), (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (cb) vote except as otherwise agreed to in writing in advance by Purchaser, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement and this Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination combination, involving the Company or any of its subsidiariesSubsidiaries; (ii) a sale any sale, lease or transfer of a material amount of the assets or business of the Company or its Subsidiaries, or any reorganization, restructuring, recapitalization, special dividend, dissolution, liquidation or winding up of the Company or its Subsidiaries; (iii) any change in the present capitalization of the Company, including any proposal to sell any equity interest in the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation any amendment of the Company and its subsidiaries; (iii) any change in the management Articles or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubCompany Bylaws; (iv) any material change in the present capitalization or dividend policy directors constituting a majority of the Company's Board of Directors (other than as contemplated under the Merger Agreement); or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to that would impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger, or the transactions contemplated by this Agreement and the Merger Agreement. In Seller shall not enter into any agreement with any Person the event that any corporate action consistent effect of which would be inconsistent with this Agreement is taken by the shareholders or violative of the company by written consent (including any action to approve the Merger Agreement provisions and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to agreement contained in this Section 1766 of the PBCL or otherwise4.2.

Voting. Shareholder Each Holder hereby irrevocably and unconditionally agrees that during the period commencing on that, from the date hereof and continuing until of this Agreement terminates pursuant to Section 2 hereofand until the Expiration Time (as defined in Article V), at any meeting (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”)) of the Shareholdersstockholders of the Company (the “Company Stockholders”), however called, Shareholder shall: or in connection with any written consent of the Company Stockholders, each Holder (in such capacity and not in any other capacity) will (i) appear at the Company Stockholders Meeting or otherwise cause all of the Shares owned by such Holder (whether beneficially (as defined in Rule 13d-3 under the Exchange Act) or of record) to be counted as present for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shares owned by such Holder (whether beneficially (as defined in Rule 13d-3 under the Exchange Act) or of record): (a) vote the Shares in favor of the adoption of the Merger Agreement and the approval of any transactions contemplated by the Merger Agreement (including the Merger; ); (b) vote in favor of any other matters that would reasonably be expected to facilitate the Shares consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any proposal to adjourn or postpone such Company Stockholders Meeting to a later date if there are not sufficient votes to approve the Merger and the other transactions contemplated by the Merger Agreement; (c) against any action or agreement that would result in a breach Competing Proposal, without regard to the terms of any covenantsuch Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the and transactions contemplated therebyby the Merger Agreement (including the Merger); and (d) against any other action, agreement or transaction that would reasonably be expected to prevent, materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Merger or any of its subsidiariesthe other transactions contemplated by the Merger Agreement; (iiclauses (a) through (d) of this Section 1.1, the “Required Votes”). Notwithstanding anything herein to the contrary in this Agreement, this Section 1.1 shall not require any Holder to be present (in person or by proxy) or vote (or cause to be voted), or give written consent (or cause written consent to be given) covering, any of the Shares to amend, modify or waive any provision of the Merger Agreement in a sale or transfer of a material manner that reduces the amount of assets the Per Share Merger Consideration payable, imposes any material restrictions on or additional material conditions on the payment of the Per Share Merger Consideration, extends the End Date or otherwise adversely affects such Holder of the Company (in its capacity as such) in any material respect. Notwithstanding anything to the contrary in this Agreement, each Holder shall remain free to vote (or execute consents or proxies with respect to) the Shares with respect to any of its subsidiaries or a reorganizationmatter other than the Required Votes in any manner such Holder deems appropriate, recapitalization or liquidation of including in connection with the Company and its subsidiaries; (iii) any change in the management or board election of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder The Partnership, each Transferor and each Partner (with respect to its right to direct the vote of the shares of Company Class A Common Stock owned by the Partnership in accordance with the terms of the Partnership Agreement) hereby agrees that agree that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company (or at any adjournments or postponements thereof), however called, Shareholder shall: or in any other circumstances upon which the Partnership's or such Transferor's vote, consent or other approval is sought or otherwise eligible to be given, the Partnership, each Transferor and such Partners shall vote (aor cause to be voted) vote the Shares in favor shares of Company Class A Common Stock owned by the Merger; Partnership or such Transferor, as the case may be, (bi) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company Partnership or the Partners or such Transferor under the Merger this Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing in advance by Parent, against the following actions: (A) any Business Combination (other than a Business Combination with Parent or its affiliates); and (B) (1) any change in the Merger Submajority of the board of directors of the Company; (iv2) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-laws; or (v3) any other material change in the Company's corporate structure or business or business; (vi4) any other action which is intended, or could reasonably be reasonably expected, to (x) prevent, (y) delay or postpone or (z) impede, frustrate or interfere withwith (in the case of this clause (z), delayin a manner that could reasonably be expected to substantially deprive Parent and Holdco Sub of the material benefits of any of) the Transactions or the entry by the Company and Northwest Airlines, postpone Inc. into an Operating Alliance or adversely effect their execution of an Alliance Agreement, or (5) any action that would cause the merger Fully Diluted Voting Power represented by the shares of Company Class A Common Stock held by the Partnership and the transactions contemplated Transferors to be less than that percentage of the Fully Diluted Voting Power of the Company represented by such shares on the date of this Agreement other than grants by the Company to its employees in accordance with its past practices of options and other stock-based compensation. Neither the Merger Agreement. In Partnership nor any Partner or Transferor shall enter into any agreement or understanding with any Person or entity prior to the event that any corporate action consistent with termination of this Agreement is taken by the shareholders to vote or give instructions after such termination in a manner inconsistent with clauses (i) or (ii) of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Each Shareholder hereby agrees that during (for so long as the period commencing on the date hereof and continuing until this Merger Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Company Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Company Common Stock, it shall vote (or cause to be voted) the Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Parent, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of and its subsidiariesSubsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiariesSubsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to provided in writing by the Parent and Section 1.3 of the Merger SubAgreement; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's articles of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business or (vi) any other action which is intendedbusiness. Notwithstanding anything to the contrary contained in this Agreement, or could Mr. and Xxx. Xxxxxxx shall be reasonably expected, free to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders act in their respective capacities as members of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice Board of Directors of the taking of such corporate action without a meeting pursuant Company and to Section 1766 of the PBCL or otherwisedischarge their fiduciary duties as such.

Voting. Shareholder hereby agrees that during the period commencing on From the date hereof and continuing until any termination of this Agreement terminates pursuant to Section 2 hereofin accordance with its terms, at any meeting of the Shareholdersshareholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment or postponement thereof prior to December 31, however called2024, the Shareholder shall: shall vote its Shareholder Shares (aor cause them to be voted) vote the Shares or (as appropriate) execute written consents in respect thereof, (i) in favor of the Merger; (bA) vote the Shares against any action or agreement that would result in a breach adoption of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , the approval of the Transactions and the approval of any proposal or action which the Company’s shareholders are requested to consider that could reasonably be expected to facilitate the Transactions and (cB) vote approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the Shares foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would constitute, or could reasonably be expected to result in, a breach of any representation, warranty, covenant, agreement or other than obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made, directly or indirectly, in opposition to adoption of the Merger Agreement or otherwise inconsistent with the transactions contemplated therebyTransactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company’s organizational documents or other action that would is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets consummation of the Company Transactions. Any such vote shall be cast (or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iiiconsent shall be given) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the Merger Sub; results of such vote (ivor consent) (to the fullest extent that such Shareholder Shares may be counted for quorum purposes under applicable Law). Notwithstanding the foregoing, the Shareholder shall remain free to vote such Shareholder Shares with respect to any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated matter not covered by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated therebySection 1(a), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Seller hereby agrees that that, during the period commencing on time the date hereof Merger Agreement and continuing until this Agreement terminates pursuant to Section 2 hereofare in effect, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: Seller shall (a) vote the Tender Shares in favor of the Merger; (b) vote the Tender Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Tender Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the MergerMerger or the Offer, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiariesSubsidiaries; (iii) any change in the management or board of directors of the CompanyCompany Board, except as contemplated under the Merger Agreement or as otherwise agreed to in writing by the Parent and the Merger SubPurchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business business; or (vi) any other action which is intendedtransaction entered into pursuant to an Company Takeover Proposal. Seller hereby revokes any proxy previously granted by him with respect to the Tender Shares and shall not enter into any agreement with or grant any proxy to any person or entity, or could be reasonably expectedwith the exception set forth in Section 1.3 hereof, prior to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by termination of this Agreement and the Merger Agreement. In the event that to vote or give instructions in any corporate action consistent manner inconsistent with this Agreement is taken by the shareholders clauses (i)-(v) of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting of the Shareholders, however called, Shareholder shall: (a) vote Each Stockholder hereby agrees to appear, or cause the Shares holder of record on any applicable record date (the "RECORD HOLDER") to appear, in person or by proxy, for the purpose of obtaining a quorum at any 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"). (b) Each Stockholder further agrees that at any such Meeting such Stockholder shall vote, or cause the Record Holder to vote, in person or by proxy all of the shares of Capital Stock, and any other voting interests of the Company directly or indirectly owned or hereafter acquired beneficially or of record by such Stockholder: (i) in favor of the Merger; Merger and the adoption of the Merger Agreement and the transactions contemplated thereby (b) vote including any amendments or modifications of the Shares against any action or agreement that would result in a breach terms thereof approved by the Board of any covenant, representation or warranty or any other obligation or agreement Directors of the Company under and by Acquiror) 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 Agreement; and the Merger Agreement are submitted for the consideration and vote of the stockholders of the Company; (cii) vote the Shares against approval or adoption of any action or agreement extraordinary corporate transaction (other than the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: without limitation, any transaction involving (iA) any extraordinary corporate transactionthe sale or transfer of all or substantially all of the Capital Stock, such as a whether by merger, consolidation or other business combination involving the Company or any of its subsidiaries; combination, (iiB) a sale or transfer of a material amount all or substantially all of the assets of the Company or any of its subsidiaries or Subsidiaries, (C) a reorganization, recapitalization or liquidation of the Company and or its subsidiaries; Subsidiaries, or (D) any amendment to the Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of security as currently in effect; (iii) any change in against approval or adoption of resolutions which would have the management effect of preventing, materially delaying or board of directors otherwise materially frustrating consummation of the Company, except as Merger or otherwise agreed to in writing by preventing or materially delaying the Parent and Company from performing its obligations under the Merger SubAgreement; and (iv) against any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and would constitute a material breach of any provision of the Merger Agreement. In To the event that any corporate action consistent extent inconsistent with the foregoing provisions of this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby)SECTION 2, each Shareholder hereby waives Stockholder revokes any right and all previous proxies with respect to receive notice shares of Capital Stock 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 taking Company owned or hereafter acquired beneficially or of record by such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseStockholder.

Voting. Shareholder Seller hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: Seller shall (a) vote the Tender Shares in favor of the Merger; (b) vote the Tender Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Tender Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the MergerMerger or the Offer, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubPurchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) business. Seller hereby revokes any other action which is intended, or could be reasonably expected, proxy previously granted 2 by him with respect to impede, interfere with, delay, postpone or adversely effect the merger Tender Shares. Seller hereby permits Parent and the transactions contemplated by this Agreement Purchaser to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the Securities and Exchange Commission) his identity and ownership of the Tender Shares and the Merger nature of his commitments, arrangements and understandings under this Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Each Stockholder hereby agrees that during (for so long as the period commencing on the date hereof and continuing until this Merger Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Company Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Company Common Stock, he shall vote (or cause to be voted) his Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Purchaser, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of and its subsidiariesSubsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiariesSubsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing contemplated by the Parent and the Merger SubAgreement; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's certificate of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business business. Notwithstanding anything to the contrary contained in this Agreement, each Stockholder who is also a member of the Board of Directors of the Company shall be free to act in his or (vi) any other action which is intendedher capacity as a member of the Board of Directors of the Company and to discharge his or her fiduciary duty as such. At the request of Purchaser, or could be reasonably expectedeach Stockholder, to impede, interfere with, delay, postpone or adversely effect in furtherance of the merger voting agreement and the transactions contemplated hereby and by this Agreement and the Merger Agreement, shall promptly execute and deliver to Purchaser an irrevocable proxy (the "Irrevocable Proxy") and irrevocably appoint Purchaser or its designees, its attorney and proxy to vote all Shares of such Stockholder, for all purposes whatsoever, with full power of substitution. In Each such Stockholder acknowledges that this proxy (a) shall be coupled with an interest, (b) constitutes, among other things, an inducement for Purchaser to enter into the event that Merger Agreement, and (c) shall be irrevocable and shall not be terminated by operation of law upon the occurrence of any corporate action consistent with event. Notwithstanding anything to the contrary contained herein, the Irrevocable Proxy and the voting agreement contained in this Agreement is taken by Section 2 shall terminate immediately upon the shareholders termination of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice Offer. The provisions of this Section 2 shall constitute a voting agreement under Section 212 of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseDelaware General Corporation Law.

Voting. Shareholder hereby Each Major Securityholder agrees that during the period commencing on the date hereof Term, to cast all votes attributable to Company Shares now and continuing until this Agreement terminates pursuant to Section 2 hereof, hereafter beneficially owned by such Major Securityholder at any annual or special meeting of stockholders of the ShareholdersCompany, however calledincluding any adjournments or postponements thereof (a "Meeting"), Shareholder shall: (a) vote the Shares in favor of adoption of the Merger; Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms of the Merger Agreement approved by the board of directors of the Company), and (b) vote the Shares against any action approval or agreement that would result in a breach adoption of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the MergerMerger and the Transactions. Each Major Securityholder also agrees during the Term to exercise all voting, includingconsent and approval rights attributable to Units now and hereafter beneficially owned by such Major Securityholder (a) approve and consent to the amendment and restatement of the Operating Partnership Agreement as provided in Section 1.4 of the Merger Agreement, but (b) if the Required Partnership Vote is not limited to: received with respect to (i) a), to approve and consent to any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Operating Partnership Transaction elected by the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets pursuant to Section 1.4 of the Company Merger Agreement, and (c) vote against approval or adoption of any of its subsidiaries action or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; agreement (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and other than the Merger Sub; (ivAgreement or the transactions contemplated thereby) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to that would impede, interfere with, delay, postpone or adversely effect attempt to discourage the merger Merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseTransactions.

Voting. Shareholder hereby agrees that during the period commencing on From the date hereof and continuing until the termination of this Agreement terminates pursuant to Section 2 hereof1(b) in accordance with Section 4, at any meeting of the ShareholdersShareholders of Company, however calledcalled (or any action by written consent in lieu of a meeting), or any adjournment thereof, Shareholder shall: shall vote or cause to be voted all Shareholder Shares or (aas appropriate) vote the Shares execute written consents in respect thereof, (i) in favor of (A) any adoption of the MergerAcquisition Agreement and approval of the transactions contemplated thereby, (B) any Purchaser Insiders nominated by Purchaser to be directors of Company, and (C) any other matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and the Offer; and (bii) vote the Shares against (w) any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, representation agreement or warranty other obligation of Company in the Acquisition Agreement, (x) any extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving Company and a third party, or any other obligation proposal of a third party to acquire Company or agreement all or substantially all of the Company under the Merger Agreement; and assets thereof, (cy) vote the Shares against any agreement or other action that is intended or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would could reasonably be expected to prevent, frustrate, impede, interfere with, delay, postpone or attempt to discourage the Mergerconsummation of the Offer (including the solicitation of proxies of others in respect of any of the foregoing) or to dilute the benefits to Purchaser and its Affiliates of the Offer, including, but not limited to: and (iz) any extraordinary corporate transactionamendment of Company Corporate Documents or change in any manner the voting rights of any class of capital stock, such except as a mergermay be requested in writing by Purchaser, consolidation or other business combination involving unless, in the Company or any case of its subsidiaries; clause (ii) Purchaser has otherwise consented to such action in writing. Shareholder shall also not commit or agree to take any action inconsistent with the foregoing. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a sale quorum is present and for purposes of recording the results of such vote (or transfer consent). Shareholder shall execute and deliver to Purchaser any proxy cards that such Shareholder receives to vote in favor of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Acquisition Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof until the first to occur of the Effective Time and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time (as defined below), the Continuing Shareholder irrevocably and unconditionally agrees that, at the Shareholders’ Meeting or any other annual or extraordinary general meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment thereof), or in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought in respect of any of such matters, the Continuing Shareholder shall (x) in case of a meeting, appear or cause the Continuing Shareholder’s representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (y) vote the Shares or cause to be voted (including by proxy, if applicable), or exercise its right to consent with respect to, all of its Securities: (a) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger; ; (b) vote the Shares against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, or in competition with or inconsistent with the Transactions, including the Merger; (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by the Continuing Shareholder of its obligations under this Agreement, including, (i) any extraordinary corporate transaction, such as a scheme of arrangement, 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 any material assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Merger Sub; or (iv) any other action that would require the consent of Merger Sub pursuant to the Merger Agreement, unless approved in writing by Merger Sub; (d) against any action, proposal, transaction or agreement that would could reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of the Continuing Shareholder contained in this Agreement; (ce) vote in favor of any other matter necessary or otherwise reasonably requested by Merger Sub to effect the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impedeTransactions, interfere with, delay, postpone or attempt to discourage including the Merger, including, but not limited to: ; and (if) in favor of any extraordinary corporate transaction, such as a merger, consolidation adjournment of the Shareholders Meeting or other business combination involving the Company annual or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets extraordinary general meeting of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except however called, at which any of the matters described in paragraphs (a) – (e) in this Section 1.1 is to be considered (and any adjournment thereof) as otherwise agreed to in writing may be reasonably requested by the Parent and the Merger Sub; provided that the Continuing Shareholder shall not be required to vote its Securities in accordance with this Section 1.1, if (ivx) any material change in the present capitalization Per Share Merger Consideration, the Per ADS Merger Consideration, or dividend policy the structure of the Company; merger as described in Section 1.01 of the Merger Agreement has been amended or modified without the prior consent of the Continuing Shareholder as required under the Interim Investors Agreement, (vy) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, pursuant to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and its obligations under Section 6.08 of the Merger Agreement. In , Merger Sub shall be required to agree to any modification of material governance rights of the event that Continuing Shareholder to which the Continuing Shareholder did not consent or (z) the matter to be voted on otherwise requires or would result in any corporate action consistent with change to the material terms of the Transaction (including post-Closing governance terms) adverse to the Continuing Shareholder as compared to the terms set forth in this Agreement, the Merger Agreement, the Interim Investors Agreement is taken or the Limited Guarantee as of the date hereof unless consented to by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseContinuing Shareholder.

Voting. Shareholder hereby From and after the date of this Agreement until the earlier of (x) the consummation of the Merger and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms of the Merger Agreement (such earlier date, the “Expiration Date”), the Stockholder irrevocably and unconditionally agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, the Stockholder (in such capacity and not in any other capacity) will (i) appear at such meeting or otherwise cause all of the Securities owned by the Stockholder (whether beneficially or of record) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Securities owned by the Stockholder (whether beneficially or of record): (a) with respect to each meeting at which a vote of the Shares Stockholder on the Merger is requested (a “Merger Proposal”), in favor of such Merger Proposal (and, in the Merger; event that such Merger Proposal is presented as more than one proposal, in favor of each proposal that is part of such Merger Proposal), and in favor of any other matter presented or proposed as to approval of the Merger or any part or aspect thereof, adoption of the Merger Agreement, or any other transactions or matters contemplated by the Merger Agreement; (b) vote the Shares against any action or agreement that would result in a breach Company Competing Proposal, without regard to the terms of any covenantsuch Company Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated therebyby the Merger Agreement; (c) against any other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or the performance by the Stockholder of its obligations under this Agreement, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries that is prohibited by the Merger Agreement unless such transaction is previously approved in writing by Parent; (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries (other than the Merger or any transactions contemplated by the Merger Agreement) or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiariesSubsidiaries that is prohibited by the Merger Agreement unless such transaction is previously approved in writing by Parent; (iii) any change in an election of new members to the management or board of directors of the CompanyCompany Board, except as otherwise agreed to if previously approved in writing by the Parent and the Merger SubParent; (iv) any material change in the present capitalization (other than the conversion of Company Preferred Stock into Company Common Stock in accordance with the Organizational Documents of the Company) or dividend or distribution policy of the CompanyCompany or any amendment or other change to the Organizational Documents of the Company or its Subsidiaries, that is prohibited by the Merger Agreement unless such transaction is previously approved in writing by Parent; or (v) any other material change in the Company's corporate ’s organizational structure or business business, that is prohibited by the Merger Agreement unless such transaction is previously approved in writing by Parent; (d) against any action, proposal, transaction or (vi) agreement that could reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of the Stockholder contained in this Agreement; and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (, including any action to approve the Merger Agreement and (clauses (a) through (e) of this Section 1.1, the transactions contemplated thereby“Required Votes”), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. From and after the date hereof until the earlier of (a) the Acceptance Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, the Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, the Shareholder shall: will (i) appear at such meeting or otherwise cause its Covered Securities (as defined below) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shareholder’s Securities beneficially owned or controlled by the Shareholder as of the relevant time (the “Covered Securities”), without regard to any Adverse Recommendation Change, (a) vote the Shares in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Competing Proposal, without regard to the terms of any covenantsuch Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerOffer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariessubsidiaries (other than the Offer and the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In , including the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseOffer.

Voting. The Shareholder hereby agrees that during (for so long as the period commencing on the date hereof and continuing until this Merger Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Company Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Company Common Stock, it shall vote (or cause to be voted) the Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Shareholder under this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Parent, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of and its subsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing proposed by the Parent and the Merger SubParent; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's articles of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisebusiness.

Voting. Shareholder Pfizer shall, and hereby agrees that during does, constitute and appoint the period commencing on President and the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting of the Shareholders, however called, Shareholder shall: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors Treasurer of the Company, except and each of them, with full power of substitution, as otherwise agreed the proxies of Pfizer with respect to in writing by the Parent matters on which Pfizer is entitled to vote as a holder of Common Stock, and the Merger Sub; hereby authorizes each of them to represent and to vote (ivi) any material change in the present capitalization all of Pfizer’s Shares with respect to matters other than a merger or dividend policy acquisition of the Company; , the disposition of all or substantially all of the Company’s assets, or a change of control of the Company, and (vii) if on the record date for any other material vote of Common Stock of the Company Pfizer holds greater than 10% of the outstanding shares of Common Stock, any of Pfizer’s Shares in excess of the number of shares equal to 10% of the outstanding shares of Common Stock, with respect to matters related to a merger or acquisition of the Company, the disposition of all or substantially all of the Company’s assets, or a change of control of the Company, in the Company's corporate structure or business or (vi) any same manner and in the same proportion as shares of Common Stock held by other action which shareholders of the Company are voted on such matters. The proxy granted pursuant to the immediately preceding sentence is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect given in consideration of the merger agreements and covenants of the Company in connection with the transactions contemplated by this Agreement and the Merger AgreementCollaboration Agreement and, as such, is coupled with an interest and shall be irrevocable. In the event that Pfizer hereby revokes any corporate action consistent and all previous proxies with this Agreement is taken by the shareholders respect to voting such Shares and shall not hereafter purport to grant any other proxy or power of attorney with respect to voting any of the company by written consent Shares, deposit any of the Shares into a voting trust or enter into any agreement (including any action to approve the Merger Agreement and the transactions contemplated therebyother than this Agreement), each Shareholder hereby waives arrangement or understanding with any right person, directly or indirectly, to receive notice vote, grant any proxy or give instructions with respect to the voting of any of the taking of such corporate action without a meeting pursuant to Section 1766 Shares. Notwithstanding the foregoing, if both (a) the Company issues Common Stock that represents more than 10% of the PBCL or otherwisethen outstanding Common Stock of the Company to a third party strategic investor in connection with a collaboration agreement and (b) the voting rights granted to such third party contain fewer restrictions than those contained in this Section 3.6, then Pfizer’s voting rights herein shall be deemed to be automatically modified so as to make such rights no less favorable to Pfizer than those granted to the third party strategic investor.

Voting. From and after the date hereof until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written resolution of the Company’s shareholders, such Shareholder shallshall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, without regard to any Change in Company Recommendation, (A) for approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, (B) against any Competing Transaction, without regard to the terms of such Competing 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 Merger and the other transactions contemplated by the Merger Agreement, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (ai) vote any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Shares in favor Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the MergerCompany or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (biii) vote an election of new members to the Shares board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; (v) any other action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vi) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (D) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement, (cE) vote in favor of any adjournment or postponement of the Shares against Shareholders’ Meeting as may be requested by Parent, and (F) in favor of any action or agreement (other than matter necessary to the consummation of the transactions contemplated by the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt otherwise reasonably requested by Parent in order to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and consummate the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. From and after the date hereof until the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, and (c) the occurrence of a Company Board Recommendation Change (such earlier time, the “Expiration Time”), the Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or extraordinary and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, the Shareholder shall: shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shareholder’s Securities, (a) vote for the Shares in favor authorization and approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to the authorization and approval of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of its subsidiariesthe Company (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any Subsidiary of its subsidiaries the Company or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Subsidiary of the Company; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. (a) Shareholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersshareholders of the Company, however called, and in any written action by consent of shareholders of the Company Shareholder shall: shall cause to be counted as present thereat for purposes of establishing a quorum and shall vote, or cause to be voted, any and all Subject Shares Beneficially Owned by Shareholder as of the record date of such meeting or written consent: (ai) vote the Shares in favor of the Merger; , the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms 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) vote the Shares against any action or agreement that would reasonably be expected to result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and and (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company other than, in the case of the Company, with any subsidiary of the Company and in the case of any subsidiary of the Company, with the Company or any subsidiary of the Company; (iiB) a sale any sale, lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries the Company other than, in the case of the Company, to any subsidiary of the Company and in the case of any subsidiary of the Company, to the Company or a any subsidiary of the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any subsidiary of the Company; (iiiD) any change in the management or individuals who serve as members of the board of directors of the Company, except as otherwise agreed Company if such action would reasonably be expected to in writing by materially impair or delay the Parent and ability of the Merger SubCompany to consummate the Merger; (ivE) any amendment to the Company’s Memorandum of Association or Articles of Incorporation if such action would reasonably be expected to materially impair or delay the ability of the Company to consummate the Merger; (F) any material change in the present capitalization or dividend policy of the Company; Company or (v) any other material change in the Company's ’s corporate structure or business or structure; and (viG) any other action which is intended, or could would reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement Agreement. (b) Prior to the Expiration Date, Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(i),” clause “(ii)” or clause “(iii)” of Section 2(a). (c) Shareholder hereby waives and agrees not to exercise any applicable “appraisal rights” or similar rights, to the extent such rights exist, under the Israel Companies Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Each Stockholder hereby severally and not jointly agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 hereof11), at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (aor cause to be voted) vote the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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 hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ciii) vote except as specifically requested in writing by NXS in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; as (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iiia) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivb) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-Laws; or (vc) any other material change in the Company's corporate structure or business business; or (vid) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement or the transactions contemplated therebyeconomic benefits of any of the foregoing. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting the earlier of the Shareholders, however called, Shareholder shall: (a) vote the consummation of the Transaction, (b) the termination of the Purchase Agreement pursuant to its terms or the delivery of an Adverse Recommendation Change by the Board of the Company, and (c) the entry by the Company, without the prior written consent of the Stockholders, into any amendment or modification of the Purchase Agreement, or any written waiver of the Company’s rights under the Purchase Agreement made in connection with a request from Buyer, in each case, which results in a material decrease in, or material change in the composition of, the Purchase Price (such earlier date, the “Expiration Date”), each Stockholder irrevocably and unconditionally hereby agrees, subject to Section 1.5, to cause all of its or his or her Existing Shares and other Voting Shares (as hereinafter defined) over which it has acquired beneficial ownership after the date hereof (including any Voting Shares acquired by means of purchase, dividend or distribution, or exercise of options or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), which it owns as of the applicable record date, to be voted (whether by proxy, written consent or otherwise) (A) in favor of the Merger; Purchase Agreement and the approval of the transactions contemplated thereby, including the Transaction, (bB) vote the Shares against any action or proposal in favor of an Acquisition Proposal other than from Buyer or any of its Affiliates (an “Alternative Transaction”), without regard to the terms of such Alternative Transaction, and (C) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Purchase Agreement; and , or of a Stockholder contained in this Agreement, or (c2) vote prevent, materially impede or materially delay the Shares against any action Company’s or agreement (other than the Merger Agreement or Buyer’s ability to consummate the transactions contemplated therebyby the Purchase Agreement, including the Transaction (clauses (A) that would impedethrough (C), interfere withthe “Required Votes”). Except as explicitly set forth in this Section 1.1, delay, postpone or attempt nothing in this Agreement shall limit the right of each Stockholder to discourage vote (including by executing and delivering the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets written consent of the Company Company’s stockholders) in favor of, against or abstain with respect to any other matters presented to the Company’s stockholders. As used in this Agreement, “Voting Shares” shall mean any shares of its subsidiaries or a reorganization, recapitalization or liquidation capital stock of the Company and its subsidiaries; (iii) any change in the management or board of directors other securities of the Company, except as otherwise agreed Company eligible to in writing by the Parent and the Merger Sub; (iv) vote on any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseRequired Votes.

Voting. Each Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting of the Shareholdersshareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, however called, each Shareholder shall: shall (aand the Xxxxxxxx Controlling Persons and Xxxxxxxx Corporation shall cause the Partnership to) vote the Shares in favor of the Merger; , the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals were to be sought by the solicitation of written consents. At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholders' vote, consent or other approval is sought, each Shareholder shall (band the Xxxxxxxx Controlling Persons and Xxxxxxxx Corporation shall cause the Partnership to) vote the Shares against (and the Shareholders shall not, and the Xxxxxxxx Controlling Persons and Xxxxxxxx Corporation shall cause the Partnership not to, execute consents with respect to) (i) any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Agreement and (cii) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would materially impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: : (iA) any extraordinary corporate transactiontransaction (other than the Merger Agreement and the Merger), such as a merger, consolidation or other business combination involving the Company or any of and its subsidiaries; (ii) a , any sale or transfer of a material amount of assets of the Company or any of and its subsidiaries or a Company Common Stock, any reorganization, recapitalization or liquidation of the Company and its subsidiariessubsidiaries or any other takeover proposal; (iiiB) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivC) any material change in the present capitalization or dividend policy of the Company; (D) any amendment to the Company's Articles of Incorporation or Bylaws or other proposal or transaction involving the Company or the Subsidiary, which amendment or other proposal or transaction which changes in any manner the voting rights of any class of the Company's capital stock or is intended or could reasonably be expected to impede, frustrate, prevent, delay or nullify (1) the ability of the Company to consummate the Merger or (v2) any of the transactions contemplated by this Agreement or the Merger Agreement or (E) any other material change in the Company's corporate structure or business business. Each shareholder further agrees not to commit or (vi) any other action which is intended, or could be reasonably expected, agree to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including take any action to approve inconsistent with the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseforegoing.

Voting. Shareholder (a) Each Stockholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, each Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and shall vote, or cause to be voted, any and all Subject Shares Beneficially Owned by each Stockholder as of the record date of such meeting or written consent: (ai) vote for the Shares execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the Merger; other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (bii) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and and (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any subsidiary of the Company; (iiiD) any change in the management or individuals who serve as members of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivE) any amendment to the Company's certificate of incorporation or bylaws; (F) any material change in the present capitalization or dividend policy of the Company; Company or (v) any other material change in the Company's corporate structure or business or structure; and (viG) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. (b) No provision contained in this Agreement shall prohibit either Stockholder from voting in his capacity as a director of the Company in any manner whatsoever. (c) Prior to the Expiration Date, neither Stockholder shall enter into any agreement or understanding with any Person requiring him to vote in his capacity as a stockholder or give instructions in any manner inconsistent with clause "(i)," clause "(ii)" or clause " (iii) of this Section 2(a). (d) Each Stockholder hereby waives and agrees not to exercise any applicable "appraisal rights" under the Delaware General Corporation Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof until the earlier of (x) the Effective Time, and continuing until this (y) the termination of the Merger Agreement terminates pursuant to Section 2 hereofand in compliance with the terms therein (such earlier time, the “Expiration Time”), each Investor hereby irrevocably and unconditionally agrees that at the Shareholder Meeting or any other annual or extraordinary general meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), such Investor shall (i) appear or cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted (including by proxy, if applicable) all of such Investor’s Securities: (a) for the Shares in favor authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger; , (b) vote the Shares against any Competing Proposal or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by such Investor of its obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Governing Documents, except if approved in writing by Parent; or (iv) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (d) against any action, proposal, transaction or agreement that would could reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and (c) vote the Shares against any action , or agreement (other than the Merger of such Investor contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the transactions contemplated therebyTransactions, including the Merger, (e) that would impedein favor of any other matter necessary to effect the Transactions, interfere with, delay, postpone or attempt to discourage including the Merger, including, but not limited to: and (if) in favor of any extraordinary corporate transaction, such as a merger, consolidation adjournment or postponement of the Shareholder Meeting or other business combination involving the Company annual or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets special meeting of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) however called, at which any material change in the present capitalization or dividend policy of the Company; matters described in paragraphs (a) – (e) in this Section 1.1 is to be considered (and any adjournment or (vpostponement thereof) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could as may be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated requested by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseParent.

Voting. Shareholder hereby agrees that during At the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at Shareholders Meeting or any other meeting (whether annual or special) of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) through (f) hereof is to be considered (and any adjournment or postponement thereof), or in connection with any written resolution of the Company’s shareholders, each Rollover Shareholder hereby irrevocably and unconditionally agrees that it shall, and shall cause its Affiliates to, (i) in the case of a meeting, appear or cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote the Shares or cause to be voted (including by proxy or written resolution, if applicable) all of such Rollover Shareholder’s Securities: (a) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, (b) against the approval of any Competing Proposal or any Competing Transaction or any action contemplated by a Competing Proposal or a Competing Transaction, or any other transaction, proposal, agreement or action made in opposition to the authorization or the approval of the Merger Agreement or in competition with, mutually exclusive with or inconsistent with the Merger and the other Transactions, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions or this Agreement or the performance by such Rollover Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries, other than the Merger; (bii) vote a sale, lease or transfer of a material amount of assets of the Shares Company or any of its Subsidiaries 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; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (d) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Rollover Shareholder contained in this Agreement, (ce) vote in favor of any adjournment or postponement of the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation Shareholders Meeting or other business combination involving the Company annual or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets special meeting of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) however called, at which any material change in the present capitalization or dividend policy of the Company; or matters described in paragraphs (va) through (f) hereof is to be considered as may be reasonably requested by Parent in order to consummate the Transactions, including the Merger, and (f) in favor of any other material change in the Company's corporate structure matter necessary or business or (vi) any other action which is intended, or could be reasonably expected, requested by Parent to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseTransactions.

Voting. Shareholder Stockholder hereby agrees to vote or exercise its right to consent with respect to the Shares that during Stockholder is entitled to vote at the period commencing on time of any vote or action by written consent to (a) approve and adopt the date hereof Merger Agreement, the Merger and continuing until this the other Contemplated Transactions, and any steps reasonably requested or required of the Stockholder to give effect to the terms of the Merger Agreement terminates pursuant and (b) approve any other proposal included in the Proxy Statement reasonably related to Section 2 hereofthe Contemplated Transactions for which the Company Board has recommended that the stockholders of the Company vote in favor, at any meeting of the Shareholdersstockholders of the Company (including any proposal to adjourn or postpone such meeting of the stockholders of the Company to a later date) which is held prior to the End Date, however calledand at any adjournment or postponement thereof prior to the End Date, Shareholder shall: (a) at which such Merger Agreement or such other related actions, are submitted for the consideration and vote of the stockholders of the Company. Stockholder hereby agrees that it will not, prior to the End Date, vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal with respect to the Company, (ii) reorganization, recapitalization, liquidation or winding-up of the Merger; Company or any other extraordinary transaction involving the Company, (biii) vote the Shares against any proposal, agreement, arrangement or other corporate action or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of (A) the Company under Company, as set forth in the Merger Agreement; and , or (cB) vote the Shares against any action or agreement (other than the Merger Stockholder, as set forth in this Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in proposal, agreement, arrangement or other corporate action, the present capitalization or dividend policy consummation of which would frustrate the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intendedpurposes, or could be reasonably expectedprevent, to impededelay or otherwise adversely affect the consummation, interfere with, delay, postpone or adversely effect the merger and of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder Each Stockholder hereby severally agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (aor cause to be voted) vote the Shares number of shares held of record or beneficially by such Stockholder and set forth on Schedule 1 beside such Stockholder's name and under the column entitled "Committed Shares" (such shares hereinafter being referred to as such Stockholder's Committed Shares") (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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 hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ciii) vote except as otherwise agreed to in writing in advance by Parent, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii2) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or its subsidiaries; (iii3) (a) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivb) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Articles of Incorporation; or (vc) any other material change in the Company's corporate structure or business business; or (vid) any other action which action; which, in the case of each of the matters referred to in clauses 3(a), (b), (c) or (d), is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and contemplated economic benefits to the Parent of the Merger or the transactions contemplated by this Agreement and the Merger Agreement. In Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the event that Termination Date (as defined in Section 7) to vote or give instructions after the Termination Date in any corporate action consistent manner inconsistent with this Agreement is taken by the shareholders clauses (i), (ii) or (iii) of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Shareholder hereby Subject to the Irrevocable Proxy and Agreement dated July 3, 2007 previously entered into with the Company, and provided that this Agreement has not been terminated pursuant to Section 4.18 (Fiduciary Termination Right), each Stockholder agrees that that, during the period commencing on from the date hereof and continuing until of this Agreement terminates pursuant to Section 2 hereofthrough the Outside Time, at any meeting of stockholders of the ShareholdersCompany, however called, Shareholder and in any action by written consent of the stockholders of the Company, such Stockholder shall: , unless otherwise directed in writing by Parent, vote such Stockholder’s Owned Shares or cause such Owned Shares to be voted (to the extent such securities are entitled to be voted and are not voted by Parent as proxy in accordance with the Proxy granted herein) in such Stockholder’s sole capacity as a stockholder: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would reasonably be expected to result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and ; (cb) vote the Shares against any action or agreement that would reasonably be expected to cause any condition contained in Section 7.1 or Exhibit A of the Merger Agreement not to be satisfied; and (c) against the following actions (other than the Offer, the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesAcquisition Proposal; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in a majority of the management or members of the board of directors of the Company, except as otherwise agreed to in writing other than any change contemplated by the Parent and Section 1.4 of the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the CompanyAgreement; or (v) any other material change in the Company's corporate structure or business or (viiii) any other action which is intended, or could that would reasonably be reasonably expected, expected to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisethis Agreement.

Voting. 2.1. Each Shareholder hereby agrees that during the period commencing on undertakes that, from the date hereof until the Termination Date, each Shareholder hereby irrevocably and continuing until this Agreement terminates pursuant to Section 2 hereof, unconditionally agrees that at any meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: (a) vote the Shares and in favor any written action by consent of shareholders of the Company, such Shareholder shall cause the Shareholder Shares then held by the applicable Shareholder to be counted as present thereat for purposes of establishing a quorum and shall Vote, or cause to be Voted, the entire portion of the Shareholder Shares then held by the applicable Shareholder as follows: 2.1.1. FOR the adoption and approval of the Merger Agreement and any related action reasonably requested by the Parent in furtherance of the transactions contemplated thereby, including the Merger; (b) , and including, without limiting any of the foregoing obligations, FOR any proposal to adjourn or postpone such meeting of the shareholders of the Company to a later date if there is not a quorum or sufficient votes for approval of such matters on the date on which the meeting of the shareholders of the Company is held to vote upon any of the Shares against foregoing matters; 2.1.2. AGAINST any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of the Shareholders contained in this Agreement; and 2.1.3. except for the Merger, AGAINST any Alternative Proposal, Alternative Acquisition Agreement, or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company and (c) vote the Shares against any action or agreement (that would compete with, or materially impede, or interfere with or that would reasonably be expected to discourage the consummation of the Merger Agreement, or inhibit the timely consummation of any other than obligation or agreement in the Merger Agreement or of the transactions contemplated thereby) that would impede, interfere with, delay, postpone Shareholders contained in this Agreement. 2.2. The obligations of the Shareholders specified in this Section 2 shall apply whether or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving action described above is recommended by the Company Board (or any committee thereof). 2.3. For purposes of its subsidiaries; (ii) this Agreement, “Vote” includes voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action. “Voting” shall have a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisecorrelative meaning.

Voting. From and after the date hereof until the earlier of (a) the Effective Time, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, or (c) the date the Company Board effects a Change of Board Recommendation pursuant to Section 5.03 of the Merger Agreement (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written resolution of the Company’s shareholders, such Shareholder shall: shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, (a) vote the Shares in favor for approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote except to the Shares extent set forth in this Agreement, against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its, his or her obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any Company Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Company Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Company Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any other action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vi) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (c) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement, (cd) vote in favor of any adjournment or postponement of the Shares against Company Shareholders Meeting as may be requested by Parent, and (e) in favor of any action or agreement (other than matter necessary to the consummation of the transactions contemplated by the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt otherwise reasonably requested by Parent in order to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and consummate the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder (a) Stockholder hereby agrees that during that, prior to the period commencing on Expiration Date (or, in the date hereof and continuing until this Agreement terminates pursuant case of paragraph (iv), prior to Section 2 hereofthe Voting Termination Date), at any meeting of the Shareholdersstockholders of the Company, IMSI or IMSI Delaware, however called, Shareholder shall: and in any written action by consent of stockholders of the Company, IMSI or IMSI Delaware, unless otherwise directed in writing by IMSI or IMSI Delaware, Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and shall vote, or cause to be voted, any and all Subject Shares Beneficially Owned by Stockholder as of the record date of such meeting or written consent: (ai) vote the Shares in favor of the Merger; , the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms 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) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and ; (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, exclusive license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiaries; (iii) or any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy subsidiary of the Company; or (vD) any other material change in amendment to the Company's corporate structure articles of incorporation or business or bylaws; and (viE) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; and (iv) with respect to each election of directors of IMSI or IMSI Delaware following the Closing Date until the Voting Termination Date, in favor of Xxxxxx Xxxx, III and each other individual nominated by IMSI or IMSI Delaware (subject to Stockholder’s right to have certain individuals designated by the Stockholders’ Representative pursuant to the Merger Agreement). (b) Stockholder also agrees to vote all of his, her or its shares from time to time and at all times until the Voting Termination Date, in whatever manner as shall be necessary to ensure that the director elected pursuant to Section 2(a)(iv) of this Agreement may not be removed from office (other than for cause) unless (A) such removal is directed or approved by IMSI or IMSI Delaware or (B) IMSI or IMSI Delaware is no longer so entitled to designate or approve such director. Stockholder agrees to execute any written consents required to effectuate the obligations of this Agreement. (c) Prior to the Expiration Date or the Voting Termination Date, as the case may be, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with Section 2(a). (d) Stockholder hereby waives and agrees not to exercise any applicable "appraisal rights" under the Delaware General Corporations Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Each Shareholder hereby severally agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersshareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, such Shareholder shall: shall vote (or cause to be voted) the Shares held of record or beneficially owned by such Shareholder (a) vote the Shares in favor of the Merger; election of Martxx X. Xxxxxx (xx another designee of Paragon) as a director of the Company, (b) vote in favor of each of the Shares actions contemplated by this Agreement, the Placement Agency Agreement, the Stock Purchase Agreement and the Subscription Agreements and any action required in furtherance hereof or thereof, and (c) except as specifically requested by Paragon in advance, against (i) any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Placement Agency Agreement; and (c) vote , the Shares against any action or agreement (other than the Merger Stock Purchase Agreement or the transactions contemplated thereby) that would impedeany Subscription Agreement, interfere withor of any Shareholder hereunder, delay, postpone or attempt to discourage the Merger, including, but not limited to: (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiaries; the Company, (iiiii) a sale any sale, lease or transfer of a material amount of assets of the Company or any subsidiary of its subsidiaries the Company or a any reorganization, recapitalization dissolution or liquidation of the 5 6 Company and its subsidiaries; or any subsidiary of the Company, (iiiiv) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivv) any material change in the present capitalization or dividend policy of the Company (other than as contemplated by the Placement Agency Agreement, the Stock Purchase Agreement and the Subscription Agreements), (vi) any amendment of the Company; 's certificate of incorporation or bylaws, (vvii) any other material change in the Company's corporate structure or business business, or (viviii) any other action which is intended, or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect the merger and affect, the transactions contemplated by this the Placement Agency Agreement, the Stock Purchase Agreement and or the Merger Agreement. In Subscription Agreements or the event that contemplated economic benefit of any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseforegoing.

Voting. Shareholder Each Stockholder hereby agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 hereof6), at any meeting of the Shareholdersstockholders of the Company and at any adjournment thereof, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (aor cause to be voted) vote the Shares held of record or beneficially by such Stockholder (i) in favor of the MergerAcquisition, the execution and delivery by the Company of the Purchase Agreement and the approval of the terms thereof and each of the other actions contemplated by the Purchase Agreement and this Agreement and any actions required in furtherance hereof and thereof; and (bii) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Purchase Agreement or of such Stockholder under this Agreement; and (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or Acquisition and the transactions with Purchaser contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Purchase Agreement): (ia) any Acquisition Proposal or any other extraordinary corporate transaction, such as a mergeran acquisition, consolidation or other business combination involving the Company or any of its subsidiariesXxxxxxx Xxxxx; (iib) a sale, lease, exchange, transfer or other disposition, directly or indirectly, of all or a substantial portion of the consolidated assets of Xxxxxxx Xxxxx and the Company, a sale or transfer of a material amount of assets capital stock of the Company or any of its subsidiaries Xxxxxxx Xxxxx or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor Xxxxxxx Xxxxx; (iiic) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivd) any material change in the present capitalization or dividend policy of the CompanyCompany or any other matter which could in any way dilute, reduce or adversely affect the aggregate voting power or rights, on a Fully-Diluted Basis of the Shares; or (ve) any other material change in action, including, without limitation, any amendment of the Company's corporate structure charter or business or (vi) any other action by-laws of the Company which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Acquisition or the transactions contemplated by the Purchase Agreement or this Agreement or the consummation or contemplated economic benefits of any of the foregoing; provided, however, that notwithstanding the terms of subclause (iii) of this Section 2.1, the Company shall be permitted to engage in any Permitted Company Transaction. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iii) of this Section 2.1 or the provisions of the preceding sentence. It is expressly understood and agreed by each of the Merger Agreement. In the event Stockholders that any corporate action consistent with this Agreement is taken by intended to, and does hereby, create and constitute a voting agreement within the shareholders meaning of Section 218(c) of the company by written consent (including any action to approve the Merger Agreement DGCL, and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without not a meeting pursuant to voting trust agreement under Section 1766 of the PBCL or otherwise218(a) thereof.

Voting. Shareholder Each Stockholder hereby agrees that during to vote (or cause to be voted) all of the period commencing on CPI Shares owned by the date hereof Stockholder (and continuing until this Agreement terminates pursuant to Section 2 hereofany and all securities issued or issuable in respect thereof), at any annual, special or other meeting of the Shareholdersstockholders of CPI, however calledand at any adjournment or adjournments thereof, Shareholder shall: or pursuant to any action in writing in lieu of a meeting or otherwise: (ai) vote the Shares in favor of the approval of the CPI Merger; , the Recapitalization and the other transactions contemplated by the Merger Agreement (bincluding the transactions pursuant to the Asset Purchase Agreement) and in favor of the approval and adoption of the Merger Agreement and the Recapitalization Amendment, and all actions required in furtherance thereof if and only if such matter is put to a vote of the Shares against any action or agreement that would result Stockholders of CPI in their capacity as such (and in no event shall this Agreement extend to a breach vote of any covenant, representation or warranty or any other obligation or agreement shares of the stock of the Company under held directly or indirectly by any such Stockholder); (ii) in favor of the Merger Agreement; approval of the Assets Purchase and the other transactions contemplated by the Asset Purchase Agreement and all actions required in furtherance thereof if and only if such matter is put to a vote of the Stockholders of CPI in their capacity as such (cand in no event shall this Agreement extend to a vote of any shares of the stock of the Company held directly or indirectly by any such Stockholder); (iii) vote the Shares against any action merger, reorganization, share exchange, consolidation, purchase, sale of a material portion of the assets or agreement similar transaction involving CPI (other than (A) the CPI Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and (B) any Substitute Merger Agreement (as defined in the Asset Purchase Agreement) and the transactions contemplated thereby (the "Substitute Merger")); and (iv) against any amendment of CPI's Certificate of Incorporation or Bylaws which amendment would in any manner prevent or materially impede, interfere with or delay the Company Merger, the CPI Merger, the Merger Agreement, the Assets Purchase, the Asset Purchase Agreement or any of the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during The vote of the period commencing on majority of the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofdirectors, present in person or by proxy or by means of communications equipment, at any a meeting at which a quorum is present shall be the act of the Shareholdersdirectors, however called, Shareholder shall: (a) provided that the following actions may only be approved by a unanimous vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result directors then in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: office: (i) acquiring or divesting any extraordinary corporate transactionvessel, such as a merger, consolidation including entering into or other business combination involving the Company or disposing of any of its subsidiaries; newbuilding construction contract; (ii) a sale incurring, guaranteeing or transfer of a assuming any material amount of assets of indebtedness for borrowed money, including through sale leaseback arrangements, by the Company Corporation or any of its subsidiaries or obligating any shareholder of the Corporation to do so; (iii) appointing or replacing the Chief Executive Officer, the President, the Chief Operating Officer or the Chief Financial Officer of the Corporation; (iv) compensation arrangements for senior officers of the Corporation; (v) entering into, terminating or amending the terms of any agreement, transaction or arrangement between the Corporation or any of its subsidiaries, on the one hand, and any shareholder of the Corporation or any of such shareholder’s affiliates, on the other hand; (vi) amending these bylaws or the Articles of Incorporation of the Corporation or the Shareholders Agreement, by and among the Corporation and the shareholders signatory thereto, including a change in the number of directors or the required level of director approval of any action; (vii) issuing any additional capital stock or securities convertible into or exchangeable into or exercisable for any capital stock or repurchasing, redeeming or cancelling any capital stock or securities convertible into or exchangeable into or exercisable for any capital stock of the Corporation; (viii) approving any sale of the business or any other merger, sale of all or substantially all of the assets of the Corporation; or any recapitalization, reorganization, recapitalization dissolution or liquidation of the Company and its subsidiaries; (iii) any change Corporation or, except in the management ordinary course, any of its direct or board of directors indirect subsidiaries, or any filing for bankruptcy, reorganization or similar protection from creditors; (ix) approval of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy sale of securities of the Company; Corporation to an underwriter or underwriters for reoffering to the public registered under the U.S. Securities Act of 1933, as amended; (vx) any other material change in changing the Company's corporate structure Corporation’s business plan or the nature of its business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger from owning and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseoperating containerships.

Voting. Shareholder (a) Stockholder hereby agrees that during that, prior to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofExpiration Date, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by IMSI, Stockholder shall cause to be counted as present thereat for purposes of establishing a quorum and shall vote, or cause to be voted, any and all Subject Shares Beneficially Owned by Stockholder as of the record date of such meeting or written consent: (ai) vote the Shares in favor of the Merger; , the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms 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) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and ; (ciii) vote against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of its subsidiariesthe Company; (iiB) a sale any sale, lease, sublease, exclusive license, sublicense or transfer of a material amount portion of the rights or other assets of the Company or any subsidiary of its subsidiaries or a the Company; (C) any reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiaries; (iii) or any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy subsidiary of the Company; or (vD) any other material change in amendment to the Company's corporate structure articles of incorporation or business or bylaws; and (viE) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; and (iv) with respect to each election of directors of IMSI following the Closing Date, in favor of Xxxxxx Xxxx, III (subject to Stockholder’s right to have certain individuals designated by the Stockholders’ Representative pursuant to the Merger Agreement). (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 the director elected pursuant to Section 2(a)(iv) of this Agreement may not be removed from office (other than for cause) unless (A) such removal is directed or approved by IMSI or (B) IMSI is no longer so entitled to designate or approve such director. Stockholder agrees to execute any written consents required to effectuate the obligations of this Agreement. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with Section 2(a). (d) Stockholder hereby waives and agrees not to exercise any applicable "appraisal rights" under the Delaware General Corporations Law with respect to the Subject Shares in connection with the Merger and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Subject to the provisions of Article II, each Shareholder hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersshareholders of the Company, however calledcalled and at any adjournment thereof, or pursuant to any action by written consent, such Shareholder shall: shall appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of establishing a quorum and (a) vote the Shares (or cause to be voted) all of its Securities in favor of the Mergerapproval, adoption, consent and ratification of the Arrangement, the Acquisition Agreement, the Plan of Arrangement thereunder, the terms thereof and all the other transactions contemplated thereby (including but not limited to the Tender Offer (as defined below)) (collectively, the "Transactions"); (b) vote the Shares (or cause to be voted) all of its Securities against any action or agreement that would delay, impede, interfere with or discourage the consummation of the Transactions or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Acquisition Agreement or of such Shareholder under this Agreement; and (c) vote the Shares (or cause to be voted) all of its Securities against any action or agreement of the following (other than the Merger Agreement Acquisition Agreement, including as it may have been, or may have been proposed by Parent or Acquiror to be, amended) or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited toother Transactions: (i) any extraordinary corporate transactiontransaction or agreement therefor, such as a including without limitation any amalgamation, plan of arrangement, merger, consolidation or other consolidation, recapitalization, reorganization, takeover bid, share exchange, liquidation, dissolution, business combination or similar transaction involving the Company or any of its subsidiaries; Subsidiaries (including a Competing Proposal), (ii) a sale or transfer Transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganizationSubsidiaries, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board majority of directors the Board of Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; , (v) any amendment of the Company's Articles of Incorporation or By-laws, or (vvi) any other material change in the Company's corporate structure or business or change in any manner of the voting rights of the Common Stock (viany matter under clauses (a), (b) or (c), a "Subject Proposal"). Each Shareholder shall not enter into any other action which is intended, agreement or could be reasonably expected, understanding with any person prior to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by termination of this Agreement and the Merger Agreement. In the event that to vote in any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisemanner inconsistent herewith.

Voting. Shareholder (a) The Sellers hereby agrees agree that during (for as long as the period commencing on the date hereof and continuing until this Merger ------ Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Common Stock, the Sellers shall vote (or cause to be voted) the Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Parent, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or might reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: Merger and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or and any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's articles of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business business. Any such vote or (vi) any other action which consent shall be given in accordance with such procedures relating thereto as shall ensure that it is intendedduly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Notwithstanding anything to the contrary contained in this Agreement, or could Xxxxxxx Xxxxxx shall be reasonably expected, free to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders act in his capacity as a member of the company by written consent Board of Directors of the Company and to discharge his fiduciary duties as such. (including any action b) In order to approve secure each of the Merger Agreement and Sellers' obligation to vote the transactions contemplated therebyShares in accordance with the provisions of Section 5.1(a), each Shareholder hereby waives any right to receive notice of the taking Sellers -------------- hereby appoints Parent as such Sellers' true and lawful proxy and attorney-in- fact, with full power of such corporate action without a meeting substitution, to vote all of the Shares on all matters set forth in Section 5.1(a). Parent may exercise the irrevocable proxy granted -------------- to it hereunder at any time any of the Sellers fails to comply with the provisions of this Agreement, subject to the receipt of necessary Gaming Approvals, if any. The proxy and powers granted by the Sellers pursuant to this Section 1766 5.1(b) are coupled with an interest and are given to secure the -------------- performance of the PBCL Sellers' obligations to Parent under this Agreement. Such proxies and powers shall be irrevocable and shall survive the death, incompetency, disability, bankruptcy or otherwisedissolution of the applicable Sellers and the subsequent holders of the Shares.

Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during at the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any Company Shareholders’ Meeting or other annual or special meeting of the ShareholdersShareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) vote the Shares – (f) hereof is to be considered (and any adjournment or postponement thereof) , or in favor connection with any written resolution of the Merger; Company’s shareholders, such Shareholder shall (i) cause its, his or her representative(s) to appear at such meeting or otherwise cause its, his or her Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, (a) for approval of the Merger Agreement, the Plan of Merger and the Transactions contemplated by the Merger Agreement; (b) vote the Shares against any Competing 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 Merger and the other transactions contemplated by the Merger Agreement; (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its, his or her obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its, his or her Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent; (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement; (ce) vote the Shares against in favor of any action adjournment or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company or any Shareholders’ Meeting as may be reasonably requested by Parent; and (f) in favor of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during (a) During the period commencing on the date hereof and continuing until termination of this Agreement terminates pursuant to Section 2 hereofin accordance with Article V hereof (the “Term”), each Supporting Shareholder hereby irrevocably and unconditionally agrees that, at any annual or extraordinary general meeting of the shareholders of the Company and at any other meeting of the shareholders of the Company (any such meeting or other circumstance, a “Shareholders’ Meeting”), however called, including any adjournment thereof, in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought in connection with the matters set forth in Section 2.1(a)(ii), each Supporting Shareholder shallshall (including via proxy or other corporate representative): (i) appear at each such Shareholders’ Meeting or otherwise cause all of such Supporting Shareholder’s Shares to be counted as present thereat in accordance with procedures applicable to such meeting under the Company’s memorandum and articles of association and applicable Law so as to ensure such Supporting Shareholder and its Shares are duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company for written consent, if any; and (ii) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of such Supporting Shareholder’s Shares: (a) vote the Shares in favor of (1) the approval of the Merger Agreement and the Plan of Merger and the transactions contemplated by the Merger Agreement (including the Merger) and (2) any other matter necessary to facilitate the consummation of the transactions contemplated thereby (including the Merger); and (b) vote unless the Shares Company Board has effected a Change in the Company Recommendation, against (1) any action or agreement that would result in a breach of any covenantCompeting Transaction, representation or warranty Superior Proposal or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation consolidation, sale of assets, business combination, share exchange, reorganization or other business combination involving recapitalization of the Company or any of its subsidiaries; (ii) a sale , with or transfer of a material amount of assets of the Company or involving any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except party other than as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives (2) any right to receive notice liquidation or winding up of the taking Company. (b) Notwithstanding anything to the contrary contained in this Agreement, no Supporting Shareholder shall be required to vote its respective Shares in accordance with the terms of Section 2.1(a) if in accordance with Section 6.04 of the Merger Agreement, the Company Board (i) makes a Change in the Company Recommendation or (ii) terminates the Merger Agreement and concurrently authorizes and causes the Company to enter into a definitive agreement providing for the implementation of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseSuperior Proposal.

Voting. Shareholder Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, Stockholder shall vote (aor cause to be voted) vote the Shares of Stockholder (I) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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 hereof and thereof; (bII) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, the Offer or this Agreement; and (cIII) vote except as specifically requested in writing by Parent in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (iiB) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution, liquidation or liquidation winding up of the Company and or any of its subsidiaries; (iiiC) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivD) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation; or (vE) any other material change in the Company's corporate structure or business or business; and (viF) any other action which is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Merger, the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement or the transactions contemplated therebyeconomic benefits of any of the foregoing. Stockholder shall not enter into any agreement or understanding with any Person prior to the Termination Date (as defined in Section 9 hereof) to vote in any manner inconsistent with clause (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. From and after the date hereof until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the "Expiration Time"), the Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany's shareholders, however called, or in connection with any written consent of the Company's shareholders, the Shareholder shall: shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shareholder's Securities, without regard to any Company Adverse Recommendation Change, (a) vote the Shares in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to approval and adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesCompany Subsidiary (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Company Subsidiary or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Company Subsidiary; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 6.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder The Stockholder hereby agrees that that, during the period commencing on the date hereof and continuing until time ------ this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company (or at any adjournments or postponements thereof), however called, Shareholder shall: or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (aor cause to be voted) vote the Shares (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions and other matters contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (ciii) vote except as otherwise agreed to in writing in advance by Parent, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions and other matters contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement): (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; , (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iiia) any change in the management or majority of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivb) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-laws; or (vc) any other material change in the Company's corporate structure or business business; or (vid) any other action which action; which, in the case of each of the matters referred to in clauses 3(a), (b), (c) or (d), is intended, or could reasonably be reasonably expected, to impede, frustrate, prevent, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and contemplated economic benefits to Parent of the Exchange or the Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and this Agreement or change in any manner the transactions contemplated therebyvoting rights of the Company Common Stock. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions after such termination in a manner inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Each Shareholder hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersshareholders of the Company, however calledcalled and at any adjournment thereof, or pursuant to any action by written consent, such Shareholder shall: shall appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of establishing a quorum and (a) vote the Shares (or cause to be voted) all of its Securities in favor of the Mergerapproval, adoption, consent and ratification of the Arrangement, the Acquisition Agreement, the Plan of Arrangement thereunder, the terms thereof and all the other transactions contemplated thereby (including but not limited to the Tender Offer (as defined below)) (collectively, the "Transactions"); (b) vote the Shares (or cause to be voted) all of its Securities against any action or agreement that would delay, impede, interfere with or discourage the consummation of the Transactions or would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Acquisition Agreement or of such Shareholder under this Agreement; and (c) vote the Shares (or cause to be voted) all of its Securities against any action or agreement of the following (other than the Merger Agreement Acquisition Agreement, including as it may have been, or may have been proposed by Parent or Acquiror to be, amended) or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited toother Transactions: (i) any extraordinary corporate transactiontransaction or agreement therefor, such as a including without limitation any amalgamation, plan of arrangement, merger, consolidation or other consolidation, recapitalization, reorganization, takeover bid, share exchange, liquidation, dissolution, business combination or similar transaction involving the Company or any of its subsidiaries; Subsidiaries (including a Competing Proposal), (ii) a sale or transfer Transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganizationSubsidiaries, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board majority of directors the Board of Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; , (v) any amendment of the Company's Articles of Incorporation or By-laws, or (vvi) any other material change in the Company's corporate structure or business or change in any manner of the voting rights of the Common Stock (viany matter under clauses (a), (b) or (c), a "Subject Proposal"). Each Shareholder shall not enter into any other action which is intended, agreement or could be reasonably expected, understanding with any person prior to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by termination of this Agreement and the Merger Agreement. In the event that to vote in any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisemanner inconsistent herewith.

Voting. (a) Each Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofshall, at any meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: or in connection with any written consent of the shareholders of the Company, vote (aor cause to be voted) vote the all Shares then held of record or beneficially owned by such Shareholder, (i) in favor of the Merger; , the execution and delivery by the Seller of the Merger Agreement and the 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) vote the Shares against any proposal relating to a Competing Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Seller under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or result in any of its subsidiaries; (ii) a sale or transfer of a material amount of assets the conditions set forth in Article VII of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company Merger Agreement not being fulfilled. (b) Each Shareholder hereby covenants and its subsidiaries; (iii) any change in the management or board of directors of the Companyagrees that, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement, it 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 or any interest therein without the prior written consent of the Company, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of- attorney or other authorization or consent in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or (v) 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 its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, however, any Shareholder may take any action prohibited by Subsections 2(b)(i), (ii), (iii) or (iv) hereof, so long as the transferee of the Shares or rights agrees to take the Shares or rights subject to the terms of this Agreement and the Shareholder promptly notifies the Company in writing of such transfer. (c) Subject to Section 6, each Shareholder hereby agrees that such Shareholder 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 Competing Proposal. In Upon execution of this Agreement, each Shareholder will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Competing Proposal. Each Shareholder will immediately communicate to the event that Company the terms of any corporate action consistent Competing Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the person making such Competing Proposal or inquiry which it may receive; provided, however, any Shareholder, to the extent such Shareholder is a director or officer of Seller, may exercise his or her fiduciary duties as an officer or director of the Seller pursuant to Section 4.4 of the Merger Agreement. (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, subject to the proviso contained in Subsection 2(c) above. 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 Authority in connection with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each hereby. (e) Each Shareholder hereby waives any right rights of appraisal or rights to receive notice of dissent from the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseMerger that it may have.

Voting. Shareholder hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting of the Shareholders, however called, Shareholder shall: (a) vote Each Beacon Securityholder agrees, during the Term, to cast all votes attributable to Beacon Shares now and hereafter beneficially owned by such Beacon Securityholder at any annual or special meeting of shareholders of Beacon, including any adjournments or postponements thereof (a "MEETING"), (a) in favor of adoption of the Merger; Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms of the Merger Agreement approved by the board of directors of Beacon), and (b) vote the Shares against any action approval or agreement that would result in a breach adoption of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger. (b) Each Beacon Securityholder agrees, includingduring the Term, but not limited to: (i) to cast all votes attributable to Beacon OP Units now and hereafter beneficially owned by such Beacon Securityholder at any extraordinary corporate transactionmeeting of Beacon Securityholders at which, and in connection with any written consent with respect to which, such as a mergerBeacon Securityholder is entitled to vote, consolidation or other business combination involving the Company or any of its subsidiaries; (iia) a sale or transfer of a material amount of assets in favor of the Company Partnership Merger and the transactions contemplated thereby (including any amendments or any of its subsidiaries or a reorganization, recapitalization or liquidation modifications of the Company and its subsidiaries; (iii) any change in terms of the management or Merger Agreement approved by the board of directors of the CompanyBeacon), except as otherwise agreed to in writing by the Parent and (b) against approval or adoption of any action or agreement (other than the Merger Sub; (ivAgreement or the transactions contemplated thereby) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to that would impede, interfere with, delay, postpone or adversely effect attempt to discourage the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisePartnership Merger.

Voting. During the Agreement Period, each Shareholder hereby agrees undertakes that during at the period commencing Company Stockholders Meeting or at such time as the Company otherwise seeks a vote or consent of the stockholders of the Company, such Shareholder will (a) cause all Subject Shares beneficially owned by such Shareholder, or with respect to which such Shareholder otherwise has the ability to direct the voting of, to be counted as present thereat for purposes of establishing a quorum, (b) cause the holder of record on any applicable record date to, vote all such Subject Shares in favor of, or provide a consent with respect to, (i) adoption of the date hereof Transaction Agreement and continuing until this Agreement terminates pursuant each of the other Transactions, (ii) approval of any proposal to Section 2 hereof, at adjourn or postpone any meeting of the Shareholders, however called, Shareholder shall: (a) vote the Shares in favor of the Merger; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement stockholders of the Company under to a later date if there are not sufficient votes for the Merger Agreement; adoption of the Transaction Agreement on the date on which such meeting is held and (iii) any other matter necessary for consummation of the Transactions that is considered at any such meeting or is the subject of any such consent solicitation, and (c) cause the holder of record on any applicable record date to, vote the all such Subject Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impedeagainst, interfere withand not provide consents with respect to, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transactionagreement related to any Company Acquisition Proposal, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale any liquidation, dissolution, recapitalization, extraordinary dividend or transfer of a material amount of assets other significant corporate reorganization of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company Subsidiaries and its subsidiaries; (iii) any change action, proposal, transaction or agreement that would materially delay, prevent, frustrate, impede or interfere with the Merger or the other Transactions or result in the management failure of any condition set forth in ARTICLE VII of the Transaction Agreement to be satisfied. Except as otherwise set forth in or board contemplated by this Agreement, each Shareholder may vote Subject Shares in its discretion on all matters submitted for the vote of directors stockholders of the Company or in connection with any written consent of the Company, except as otherwise agreed to ’s stockholders in writing by a manner that is not inconsistent with the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy terms of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder (a) The Seller hereby agrees that during (for as long as the period commencing on the date hereof and continuing until this Merger ------ Agreement terminates pursuant to Section 2 hereofis in effect), at any meeting of the Shareholdersholders of Common Stock, however called, Shareholder shall: or in connection with any written consent of the holders of Common Stock, Seller shall vote (or cause to be voted) the Shares (a) vote the Shares in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the 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; (b) vote the Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (c) vote the Shares except as otherwise agreed to in writing in advance by Parent, against any action of the following actions or agreement agreements (other than the Merger Agreement or the transactions contemplated thereby): (i) any action or agreement that would is intended, or might reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, including, but not limited to: Merger and the transactions contemplated by this Agreement and the Merger Agreement; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (iiiii) a sale sale, lease or transfer of a material amount of assets of the Company or and any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; (iiiiv) any change in the management or board Board of directors Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (ivv) any material change in the present capitalization or dividend policy of the Company; (vi) any amendment of the Company's articles of incorporation or bylaws; or (vvii) any other material change in the Company's corporate structure or business business. Any such vote or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Notwithstanding anything to the contrary contained in this Agreement, Xxxxxx shall be free to act in her capacity as a member of the Board of Directors of the Company and to discharge her fiduciary duties as such. (vib) any other action which is intendedIn order to secure Seller's obligation to vote the Shares in accordance with the provisions of Section 5.1(a), or could be reasonably expectedSeller hereby appoints Parent as Seller's true and lawful proxy and attorney-in-fact, with full power of substitution, to impedevote all of the Shares on all matters set forth in Section 5.1(a). Parent may exercise the irrevocable proxy granted to it hereunder at any xxxx Xxxxxx fails to comply with the provisions of this Agreement, interfere withsubject to the receipt of necessary Gaming Approvals, delayif any. The proxy and powers granted by Seller pursuant to this Section 5.1(b) are coupled with an interest and are given to secure the performance of Seller's obligations to Parent under this Agreement. Such proxy and powers shall be irrevocable and shall survive the death, postpone incompetency, disability, bankruptcy or adversely effect the merger dissolution of Seller and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders subsequent holders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseShares.

Voting. Shareholder Each Stockholder, severally and not jointly, hereby agrees that during that, until the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Termination Date (as defined in Section 2 hereof13), at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (aor cause to be voted), including by way of written consent, the shares of Common Stock held of record or beneficially owned, from time to time by such Stockholder (i) vote the Shares in favor of the Merger, the adoption of the Merger Agreement and the 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 hereof and thereof; (bii) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ciii) vote except as specifically requested in writing by Parent in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or and the transactions contemplated therebyby the Merger Agreement): (A) that would impedeany Acquisition Transaction, interfere withincluding without limitation, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) , a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; or (iiiB) (1) the election of any Person to, or other change in the management size or composition of, the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv2) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's Certificate of Incorporation or By-Laws; or (v3) any other material change in the Company's corporate structure or business business; or (vi4) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Offer, the Merger or the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Agreement or the transactions contemplated therebyeconomic benefits of any of the foregoing. Such Stockholder shall not enter into any agreement or understanding which is inconsistent with clauses (i), each Shareholder hereby waives any right to receive notice (ii) or (iii) of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisepreceding sentence.

Voting. Each Shareholder hereby severally agrees that during the period commencing on that, from the date hereof and continuing until this Agreement terminates pursuant to the Article II Termination Date (as defined in Section 2 hereof6.01), at any meeting of the Common Shareholders, however called, or in connection with any written consent of the Common Shareholders, such Shareholder shall: shall vote (or cause to be voted) the Shares held of record or beneficially by such Shareholder (a) vote the Shares in favor of the MergerTransactions, including the Amendment, the Purchase, the execution and delivery by the Company of the Subscription Agreement and the approval of the terms thereof and each of the other actions contemplated by the Subscription Agreement and this Agreement and any actions required in furtherance thereof and hereof; (b) vote the Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Subscription Agreement or this Agreement; and (c) vote except as specifically requested in writing by Buyer in advance, against the Shares against any action or agreement following actions (other than the Merger Agreement or Transactions and other than as contemplated by the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: Subscription Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesthe Subsidiaries; (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries the Subsidiaries or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and its subsidiariesor any of the Subsidiaries; (iii) any change in the management or board majority of directors the Board of Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization of the Company or dividend policy any amendment of the Company's articles of incorporation; or (v) any other material change in the Company's corporate structure or business business; or (vi) any other action which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or materially adversely effect affect the merger and Transactions or the transactions contemplated by this the Subscription Agreement and or the Merger Agreementcontemplated economic benefits of any of the foregoing. In the event that No Shareholder shall enter into any corporate action consistent agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseSection.

Voting. Shareholder Subject to Section 2(f) hereof, each Principal Stockholder hereby agrees agrees, severally and not jointly, that during the period commencing on from and after the date hereof and continuing until the date and time this Agreement terminates pursuant is terminated in accordance with Section 6 (the “Termination Date”), (1) such Principal Stockholder shall not (x) call, or cause the Company to Section 2 hereofcall, any special meeting of the stockholders of the Company (or any adjournment thereof) or (y) take action by written consent (other than the Stockholder Written Consent) and (2) at any meeting of the Shareholders, stockholders of the Company however called, Shareholder shall: (a) vote or at any adjournment thereof, or in any circumstance in which the Shares in favor vote, consent or other approval of the stockholders of the Company is sought, such Principal Stockholder shall (x) appear at each such meeting or otherwise cause all of its shares of Company Common Stock to be counted as present thereat for purposes of calculating a quorum and (y) refrain from voting (or authorizing any other Person to vote on its behalf) or delivering consents with respect to all of its shares of Company Common Stock with respect to: (i) any Acquisition Proposal (other than the Merger Agreement and the Merger; ), (bii) vote approval of any merger agreement or merger (other than the Shares against Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, and (iii) any proposal, action or agreement that would reasonably be expected to (1) result in a breach of any covenant, representation or representation, warranty or any other obligation or agreement of the Company under the Merger Agreement; and Agreement or (c2) vote result in any of the Shares against any action or agreement (other than conditions set forth in Article VII of the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwisebeing fulfilled.

Voting. Shareholder (a) Each Seller hereby agrees that that, during the period commencing on the date hereof and continuing until time this Agreement terminates pursuant to Section 2 hereofis in effect, at any meeting of the Shareholdersstockholders of the Company, however called, Shareholder shall: such Seller shall (a) vote the all of such Seller's Tender Shares in favor of the Merger; (b) vote the Tender Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote the Tender Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the MergerMerger or the Offer, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubPurchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business business. Seller hereby revokes any proxy previously granted by such Seller with respect to the Tender Shares; provided, that, if such meeting of the stockholders is held prior to the expiration or waiver of all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (vithe "HSR Act") any other action which (such expiration or waiver, "HSR Termination") such Seller shall vote only that pro rata portion of his Tender Shares such that the total number of Tender Shares voted pursuant to this Agreement in favor of the Merger, combined with the total number of Shares held by Parent and Purchaser at the time of such meeting, shall equal 49.9% (forty-nine and nine-tenths percent) of the total Shares. The pro rata portion of Tender Shares to be voted shall be calculated such that each Seller votes an equal percentage of such Seller's Owned Shares. (b) Notwithstanding the foregoing, it is intendedunderstood that the Xxxxx Owned Shares, or could be reasonably expected, the GSC Owned Shares and Xxxxx'x and GSC's obligations under this Section 1.2 are subject to impede, interfere with, delay, postpone or adversely effect the merger Pledge Agreement. Xxxxx and GSC agree that each shall instruct the Bank and shall use all reasonable efforts to cause the Bank to vote the Xxxxx Owned Shares and the transactions contemplated by GSC Owned Shares as provided in this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise1.2.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof and continuing until the termination of this Agreement terminates pursuant to Section 2 hereofin accordance with Article VI, the Shareholder agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, the Shareholder shall: shall (i) appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat (including by proxy) for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Covered Securities, in each case, to the extent such matter is submitted for a vote or written consent of shareholders of the Company and to the extent the Shareholder or its applicable affiliated fund is entitled to vote or provide a written consent in respect of such matter, (a) vote the Shares in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Competing Proposal, without regard to the terms of any covenantsuch Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to the approval and adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction, that would reasonably be expected, or the effect of which would reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerOffer or the Merger or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariessubsidiaries (other than the Offer and the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business or (vi) any other action which is intendedbusiness, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated except if approved in writing by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseParent.

Voting. Shareholder From and after the date hereof until the earlier of (a) the Acceptance Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, each of the Xxxxx Parties irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the ShareholdersCompany’s shareholders, however called, Shareholder shall: or in connection with any written consent of the Company’s shareholders, each Xxxxx Party will (i) appear at such meeting or otherwise cause its Covered Securities (as defined below) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of such Xxxxx Party’s Securities beneficially owned or controlled by such Xxxxx Party as of the relevant time, other than any of such Xxxxx Party’s Company Stock Options or Company Restricted Stock for which such Xxxxx Party does not have the right to vote under the Company Stock Plans, (with respect to each Xxxxx Party, the “Covered Securities”), without regard to any Adverse Recommendation Change, (a) vote the Shares in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any action or agreement that would result in a breach Alternative Proposal, without regard to the terms of any covenantsuch Alternative Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated therebyby the Merger Agreement, (c) against any other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerOffer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Xxxxx Party of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries (other than the Offer and the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiariesSubsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof such Xxxxx Party contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In , including the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseOffer.

Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during at the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any Company Shareholders’ Meeting or other annual or special meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) vote the Shares – (f) hereof is to be considered (and any adjournment or postponement thereof), or in favor connection with any written resolution of the Merger; Company’s shareholders, such Shareholder shall (i) cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, (a) for approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, (b) vote the Shares against any Competing 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 Merger and the other transactions contemplated by the Merger Agreement, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, 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 or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees of the Shareholders and nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement, (ce) vote the Shares against in favor of any action adjournment or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company or any Shareholders’ Meeting as may be reasonably requested by Parent, and (f) in favor of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. From and after the date hereof until the earlier of (x) the consummation of the Merger and (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof (such earlier date, the “Expiration Date”), the Shareholder irrevocably and unconditionally hereby agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any meeting (whether annual or special and each adjourned or postponed meeting) of the Shareholdersshareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, the Shareholder shall: (in such capacity and not in any other capacity) will (i) appear at such meeting or otherwise cause all of the Securities owned by the Shareholder (whether beneficially or of record) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Securities owned by the Shareholder (whether beneficially or of record): (a) with respect to each meeting at which a vote of the Shares Shareholder on the Merger is requested (a “Merger Proposal”), in favor of such Merger Proposal (and, in the Merger; event that such Merger Proposal is presented as more than one proposal, in favor of each proposal that is part of such Merger Proposal), and in favor of any other matter presented or proposed as to approval of the Merger or any part or aspect thereof or any other transactions or matters contemplated by the Merger Agreement; (b) vote the Shares against any action or agreement that would result in a breach Company Takeover Proposal, without regard to the terms of any covenantsuch Company Takeover Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement (other than the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated therebyby the Merger Agreement; (c) against any other action, agreement or transaction, that is intended, that would or would be reasonably expected, or the effect of which would or would be reasonably expected, to impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries; (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries (other than the Merger) or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiariesSubsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubCompany Board; (iv) any material change in the present capitalization or dividend or distribution policy of the CompanyCompany or any amendment or other change to the Organizational Documents of the Company or its Subsidiaries; or (v) any other material change in the Company's corporate ’s organizational structure or business business, except, in the case of clauses (i)-(v), if previously approved in writing by Parent or as otherwise expressly provided in the Merger Agreement; (vid) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of the Shareholder contained in this Agreement; (e) in favor of any proposal to impede, interfere with, delay, adjourn or postpone the Company Stockholder Meeting to a later date if there are not sufficient votes to approve the Merger Proposal; and (f) in favor of any other matter necessary or adversely effect desirable to the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (, including any action to approve the Merger Agreement and (clauses (a) through (f) of this Section 1.1, the transactions contemplated thereby“Required Votes”), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that during at the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, at any Shareholders’ Meeting or other annual or special meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) vote the Shares – (f) hereof is to be considered (and any adjournment or postponement thereof) , or in favor connection with any written resolution of the Merger; Company’s shareholders, such Shareholder shall (i) cause its, his or her representative(s) to appear at such meeting or otherwise cause its, his or her Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, (a) for approval of the Merger Agreement, the Plan of Merger and the Transactions contemplated by the Merger Agreement; (b) vote the Shares against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its, his or her obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its, his or her Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent; (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of such Shareholder contained in this Agreement; (ce) vote the Shares against in favor of any action adjournment or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company or any Shareholders’ Meeting as may be reasonably requested by Parent; and (f) in favor of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.

Voting. Shareholder hereby agrees that during the period commencing on From the date hereof and continuing until the termination of this Agreement terminates pursuant to Section 2 hereofin accordance with its terms, at any each and every meeting of the ShareholdersCompany’s stockholders, however calledcalled and convened (including each meeting convened or reconvened pursuant to any previous adjournment, Shareholder shall: recess or postponement thereof), and in connection with any action taken and effected by the written consent of the Company’s stockholders (ain lieu of any such meeting of the Company’s stockholders in accordance with the Section 228 of the DGCL and/or the Company Charter), PICO hereby agrees (i) to appear and be present at all meetings of the Company’s stockholders and otherwise cause all of the PICO Shares to be counted for purposes of determining a quorum, and (ii) to (A) affirmatively vote the and cause to be voted all PICO Shares in favor of the Merger; (b) vote the Shares against any “for”), or, if action or agreement that would result is to be taken by written consent in lieu of a breach of any covenant, representation or warranty or any other obligation or agreement meeting of the Company’s stockholders, deliver to the Company under a duly executed affirmative written consent in favor of (“for”), the Merger Agreement; and (c) vote the Shares against any action or agreement (other than adoption of the Merger Agreement by the Company’s stockholders and approval of the Merger and the other Transactions, and (B) vote and cause to be voted all PICO Shares against, and not provide any written consent with respect to or for, the transactions contemplated thereby) that would impede, interfere with, delay, postpone adoption or attempt to discourage the Merger, including, but not limited to: approval of (i1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; Takeover Proposal (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives (2) any right action or agreement (including, without limitation, any amendment of any agreement to receive notice which the Company or any Company Subsidiary is a party or to which any assets or properties of the taking of such corporate action without Company or any Company Subsidiary is subject or bound) that PICO knows, or would reasonably be expected to know, would result in (x) a meeting pursuant to Section 1766 breach or violation of, or non-compliance with, any representation, warranty, covenant, agreement or other obligation of the PBCL Company or otherwiseany Company Subsidiary or Affiliate of the Company set forth in the Merger Agreement, or (y) the failure of any of the conditions to the obligations of Parent or Merger Sub to consummate the Merger and the other Transactions set forth in Sections 7.01 and 7.02 of the Merger Agreement, (3) any change in the size, term in office, or composition of the Board of Directors of the Company, and (4) any agreement (including, without limitation, any amendment, waiver, release from, or non-enforcement of any agreement), any amendment or restatement of the Company Charter or the Company By-laws, or any other action (or failure to act) that is intended or would reasonably be expected to prevent, interfere with, or materially impair or delay, the consummation of the Merger or any of the other Transactions in accordance with their terms. PICO shall not enter into or propose to enter into any agreement, plan, commitment or understanding with any Person the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 1(a).

Voting. The Shareholder hereby agrees that during to attend, in person or by proxy, all meetings of the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofshareholders of UXP and, at any meeting of the Shareholdersshareholders of UXP, however called, Shareholder shall: agrees to vote all of the Shares: (a) vote the Shares in favor of the Merger; transactions contemplated by the Merger Agreement; (b) vote the Shares against any action or agreement that would could result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under UXP in the Merger Agreement; and ; (c) vote except as otherwise agreed by the Shares Purchaser, against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone with or discourage the transactions contemplated by the Merger Agreement (or attempt to discourage do any of the Mergerforegoing), including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation rights offering, reorganization, recapitalization or liquidation involving UXP, other business combination involving than the Company or any of its subsidiariesMerger; (ii) a sale or transfer of a material amount portion of the assets of UXP or the Company or issuance of any securities of its subsidiaries or a reorganizationUXP, recapitalization or liquidation other than upon exercise of the Company and its subsidiariesoutstanding options; (iii) any change in the management executive officers or board Board of directors Directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger SubUXP; (iv) any material change in the present authorized, issued or outstanding capital stock of UXP (other than as a result of the exercise of options outstanding on the date of this Agreement), or the issuance by UXP of any options, warrants, debentures or other securities convertible into or exercisable or exchangeable for capital stock of UXP or any other change in the present capitalization or dividend policy of the CompanyUXP; or (v) any other material change in the Company's corporate structure articles of incorporation or business bylaws of UXP; or (vi) any other action which is intendedchange in UXP's corporate structure or business; and (d) in the manner specified by the Purchaser from time to time with respect to any other matter which, or could be reasonably expectedin the Purchaser's reasonable judgment, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by may contradict any provision of this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve or the Merger Agreement and or may make it more difficult or less desirable for the transactions contemplated thereby), each Shareholder hereby waives any right Purchaser to receive notice consummate the Merger or may delay or hinder the consummation of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseMerger.

Voting. Shareholder hereby agrees that during the period commencing on From and after the date hereof until the earlier of the (x) Effective Time and continuing until this the (y) valid termination of the Merger Agreement terminates pursuant to Section 2 hereofand in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder hereby irrevocably and unconditionally agrees that at the Company Shareholders’ Meeting or any other annual or special meeting of the Shareholdersshareholders of the Company, however called, Shareholder shall: at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), such Shareholder shall, (i) appear, or cause its representative(s) to appear, at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted (including by proxy, if applicable) all of such Shareholder’s Securities as set forth below: (a) for the Shares in favor authorization and approval of the Merger; Merger Agreement, the Plan of Merger and the Transactions; (b) vote the Shares against any Competing 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 that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company 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 Parent pursuant to the Merger Agreement, except if approved in writing by Parent; (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and (c) vote the Shares against any action , or agreement (other than the Merger of such Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the transactions contemplated thereby) that would impedeTransactions, interfere with, delay, postpone or attempt to discourage including the Merger, including, but not limited to: ; (ie) in favor of any extraordinary corporate transaction, such as a merger, consolidation adjournment or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets postponement of the Company Shareholders’ Meeting or any of its subsidiaries other annual or a reorganization, recapitalization or liquidation special meeting of the Company and its subsidiaries; (iii) any change in the management or board of directors shareholders of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) however called, at which any material change in the present capitalization or dividend policy of the Companymatters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent; or and (vf) in favor of any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and Transactions, including the transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and the transactions contemplated thereby), each Shareholder hereby waives any right to receive notice of the taking of such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwiseMerger.

Voting. Shareholder 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 any 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 commencing on from the date hereof and continuing until of this Voting Agreement terminates pursuant to Section 2 hereofthrough the Expiration Date, at any meeting of the ShareholdersMeeting, however called, Shareholder shall: and in any action by written consent of the stockholders of the Company, each Stockholder shall vote the Subject Securities or cause the Subject Securities to be voted (to the extent such securities are entitled to be voted) in such Stockholder's capacity as a stockholder: (a) vote the Shares in favor of the Merger; Merger and the approval and adoption of the Merger Agreement and the transactions 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) vote the Shares against any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under in the Merger Agreement; and ; (c) vote the Shares against any action or agreement that would cause any provision contained in Sections 6.1 and 6.2 of the 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 transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: 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 whether by merger, consolidation or other business combination involving the Company or any of its subsidiaries; combination, (ii) a sale or transfer of a material amount all or substantially all of the assets of the Company or any of its subsidiaries or subsidiaries, (iii) a reorganization, recapitalization or liquidation of the Company and or its subsidiaries, or (iv) any amendment to the Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of security as currently in effect; and (e) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Acquisition Proposal ; (iiiii) any change in a majority of the management or members of the board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (viiii) any other action which is intendedintended to, or could reasonably be reasonably expectedexpected to, to impede, interfere with, delay, postpone postpone, discourage or adversely effect affect the merger and consummation of the Merger or any of the other transactions contemplated by this Agreement and the Merger Agreement. In the event that any corporate action consistent with this Agreement is taken by the shareholders of the company by written consent (including any action to approve the Merger Agreement and or this Voting Agreement. To the transactions contemplated thereby)extent inconsistent with any of the foregoing provisions of this Section 1.1, each Shareholder hereby waives Stockholder revokes any right and all previous proxies with respect to receive notice 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 taking Company owned or hereafter acquired beneficially or of record by such corporate action without a meeting pursuant to Section 1766 of the PBCL or otherwise.Stockholder