Common use of Voting Agreement Clause in Contracts

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, (a) The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)Support Period, at the Company Stockholders Meeting any meeting (whether annual or at any special and each postponement, recess, adjournment or postponement continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, or however called, and in connection with any other circumstances (including an action by written consent) upon which a vote or other approval consent of the Company’s stockholders with respect to any of the Merger Agreement or matters set forth in clause (ii) below, if applicable, the Merger is sought, Stockholder shall: shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable)) all the Subject Shares, the Existing Common Shares and Exercised Common Shares (if anyA) in favor of (A“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (Bx) change the approval form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the meeting Company’s stockholders to a later date if there are not sufficient affirmative votes to obtain approve the Requisite Company Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder Approval, is obligated to vote in favor or consent to hereunder) and (CB) to the extent any amendment, alteration, modification, repeal such matter is formally submitted for a vote (or waiver the consent) of the Company’s certificate stockholders, against (1) any action or proposal in favor of incorporationan Acquisition Proposal (including a Superior Proposal), as amendedwithout regard to the terms of such Acquisition Proposal, or bylawsany of the transactions contemplated thereby, as amended(2) any action or proposal that could reasonably be expected to result in a breach of any covenant, contemplated by representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, as well as and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or commitment inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to do Closing under the same; (iii) vote (Merger Agreement or cause to be voted), change in person or by proxy at any manner the voting rights of any shares of the Company Stockholders Meeting (or deliver or cause to be delivered a written consentincluding, if applicable)without limitation, the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger)transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, tender division, conversion, transfer, domestication, continuance or exchange offersimilar transaction, reorganization, recapitalization, liquidationany amendments of the Company Governing Documents, or sale any sale, lease, sublease, exchange, license, sub-license, or transfer other disposition of all or substantially all a material portion of the assets or securities of the Company or any of its Subsidiariessubsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (By) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any amendment of the Company’s certificate of incorporation Subject Shares, or by-laws other than as contemplated by the Merger Agreement(z) make, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impedeparticipate in, frustratedirectly or indirectly, preventa “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, delayet seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, postpone, or nullify other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (Dat which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) any extraordinary dividend, distribution in the event the Stockholder fails to comply with his obligation under this Agreement or recapitalization attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by ▇▇▇▇▇▇ in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Company Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or change incapacity of the Stockholder. (c) In furtherance, and not in capital structure limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company (other than pursuant soliciting proxies with respect to the Merger Agreementany matter described in Section 3(a), (E) any change which shall be voted in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the foregoing clauses (A) through (F) being referred Stockholder to as “Competing Actions”); and (iv) not take exercise any action by written consent option or any other right to approve acquire any Competing Action; in each case to the extent such Existing shares of Company Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementStock.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees with Company that, during the Voting Period (as hereinafter defined)at any meeting of Parent's stockholders, at the Company Stockholders Meeting or at however called, and any adjournment or postponement thereof, or in connection with any other circumstances (including an action by written consent) upon which a consent of Parent's stockholders, Stockholder shall vote or other approval any Shares with respect to the Merger Agreement or the Merger is sought, which Stockholder shall: has voting power (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval Merger Agreement and any actions recommended by the Board of Directors of Parent that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would increase the number of shares of Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to adjourn authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Parent under the meeting to a later date if there are not sufficient affirmative votes to obtain Merger Agreement or that would prevent the Requisite Company Stockholder Approval, and consummation of the Merger; (Ciii) against: (A) any amendmentproposal by Parent to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, alteration, modification, repeal or waiver as of the Company’s certificate date hereof, constitute the Board of incorporation, Directors of Parent (except as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same); (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (AC) any extraordinary corporate transaction (other than the Merger)transaction, such as a merger, consolidationconsolidation or other business combination involving Parent and any Third Party (as defined below), business combinationother than the Merger; (D) a sale, tender lease, transfer or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer disposition of all or substantially all of the assets of Parent's business outside the ordinary course of business, or securities of any assets that are material to its business whether or not in the Company ordinary course of business, or any a reorganization, recapitalization, dissolution or liquidation of its Subsidiaries, Parent; (BE) any amendment of the Company’s certificate Parent's Certificate of incorporation Incorporation or by-laws other than bylaws, except as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) ; and (F) any Acquisition Proposal (other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the matters described in Merger or any of the foregoing clauses (A) through (F) being referred to as “Competing Actions”)other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) not take in favor of any action by written consent proposal to grant Parent's management discretionary authority to adjourn any meeting of Parent's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Parent Common Stock present or represented and voting in favor of the Merger is insufficient to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementMerger.

Voting Agreement. Subject During the period beginning on the date of this Agreement and ending on the earlier of (x) the Effective Time, (y) the agreement of the parties hereto to the terms of terminate this Agreement, Stockholder and (z) the termination of the Merger Agreement in accordance with its terms (the “Agreement Period”), the Shareholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or that at any adjournment meeting (whether annual or postponement thereofspecial and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Shareholders Meeting”), or in connection with any other circumstances written consent of the holders of Company Common Stock, the Shareholder shall: (including an action a) be present, in person or represented by written consent) upon which proxy, or otherwise cause the Shares to be counted for purposes of determining the presence of a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear quorum at such meeting or otherwise (to the fullest extent that such Shares may be counted as present thereat for the purpose of establishing a quorum; quorum purposes under applicable Law); (iib) be present and vote (or cause to be voted)) or deliver a written consent (or cause a written consent to be delivered) with respect to the Shares, in person or by proxy each case, to the fullest extent that such Shares are entitled to be voted at the Company Stockholders Meeting (time of any vote or deliver or cause to be delivered a action by written consent, if applicable), the Existing Common Shares and Exercised Common Shares : (if anyi) in favor of the (A) the approval and adoption of the Merger Agreement, the Merger and each of the other actions contemplated by the Merger Agreement; and (B) the approval without limitation of the Merger and the preceding clause (A), approval of any proposal to adjourn or postpone the meeting Company Shareholders Meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, for approval and (C) any amendment, alteration, modification, repeal or waiver adoption of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by Merger Agreement on the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at date on which the Company Stockholders Shareholders Meeting is held; and (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyii) against (A) any extraordinary corporate transaction (other than action or agreement that would reasonably be expected to frustrate the Merger)purposes of, such as a mergerimpede, consolidationhinder, business combination, tender or exchange offer, reorganization, recapitalization, liquidationinterfere with, or sale prevent or transfer of all delay or substantially all of adversely affect the assets consummation of, or securities of dilute materially the Company or any of its Subsidiariesbenefits to Parent of, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as transactions contemplated by the Merger Agreement, (B) any Takeover Proposal and any action in furtherance thereof, (C) any other proposalreorganization, action recapitalization or transaction involving winding-up of the Company or any of its Subsidiariesother extraordinary transaction involving the Company, which amendment or other (D) any action, proposal, action transaction or transaction agreement that would reasonably be expected to result in a breach of any manner impedecovenant, frustrate, prevent, delay, postpone, representation or nullify warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Shareholder under this Agreement. Notwithstanding the foregoing, the Shareholder shall have no obligation to vote in the manner provided in this Section 4 if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by without obtaining the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by Shareholder’s prior written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementconsent.

Voting Agreement. Subject to Each Shareholder agrees with, and covenants to, Capital Z as follows: (a) At the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Shareholders' Meeting or at any adjournment or postponement thereof, thereof or in any other circumstances (including an action by written consent) upon which a vote vote, consent or other approval will be held or solicited with respect to the Merger increase of the authorized capital stock of the Company as contemplated by the Purchase Agreement or (the Merger is sought"Charter Amendment"), Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and Shareholder shall vote (or cause to be voted)) or shall consent, in person or by proxy at the Company Stockholders Meeting (or deliver execute a consent or cause to be delivered executed a written consent, if applicable), consent in respect of the Existing Common Shares and Exercised Common Shares (if any) in favor of the Charter Amendment and the Stock Split. (Ab) the adoption At any meeting of shareholders of the Merger AgreementCompany or at any adjournment thereof or in any other circumstances upon which their vote, (B) consent or other approval is sought while the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder ApprovalPurchase Agreement remains in effect, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) such Shareholder shall vote (or cause to be voted), in person or by proxy at ) the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (Ai) any extraordinary corporate transaction (other than the Merger), such as Alternative Transaction or any action which is a merger, consolidation, business combination, tender component of any Alternative Transaction or exchange offer, reorganization, recapitalization, liquidationwould be a component of an Alternative Transaction if it were contained in a proposal, or sale or transfer of all or substantially all (ii) any other matter submitted to the shareholders of the assets or securities of the Company or any of its SubsidiariesCompany, (B) including, without limitation, any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or byBy-laws other than as Laws, which matter would in any manner partially or wholly prevent or materially impede, interfere with or delay any of the transactions contemplated by the Merger Purchase Agreement, as determined in good faith by Purchaser and with respect to which Purchaser provides written notice to the Shareholder. (Cc) any other proposalIn the event that the Recapitalization (as defined in the Purchase Agreement) is not consummated prior to June 30, action 1999, each Shareholder agrees to vote all Shares for which he has or transaction involving shares the Company power to vote, or any grant a consent for approval in respect of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to such Shares in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization permitted by the Company or change in capital structure DGCL, as such Shareholder is directed by the board of directors of the Company (Company, on any matters submitted to the shareholders of the Company, other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support election of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the directors. The foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and agreement shall terminate automatically upon the termination of this Agreement with respect to any Shares owned by such person upon transfer of such Shares pursuant to Section 7. The Company shall be a third party beneficiary of this Agreement for the purposes of this Section 2(c). (d) Each Shareholder represents and warrants to the Company and Capital Z that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked, to the extent in conflict with Section 2(c) hereof. (e) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given in connection with the execution of the Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during prior to the Voting Period Expiration Date, at any duly called meeting of the stockholders of Belo (as hereinafter definedor any adjournment, postponement or continuation thereof), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger Agreement is sought, Stockholder shall: (i) shall appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted)meeting, in person or by proxy at the Company Stockholders Meeting (or deliver or proxy, and shall vote, and cause to be delivered a written consentvoted, if applicable), the Existing Common all Shares and Exercised Common Shares of Stockholder: (if anyi) in favor of the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the adoption of Merger or the transactions contemplated by the Merger Agreement, (B) the approval any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger and the approval Agreement or of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other proposalthan Gannett, including any Acquisition Proposal, and (D) any other action or transaction involving proposal the Company consummation of which would, or any of its Subsidiaries, which amendment or other proposal, action or transaction would could reasonably be expected to in any manner to, prevent, impede, frustrate, preventinterfere with, delay, postpone, discourage or nullify frustrate the purposes of or adversely affect the consummation of the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization other transactions contemplated by the Company Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital structure stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the Company date hereof). Any such vote shall be cast (other than pursuant or consent shall be given) by Stockholder 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 results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with Agreement or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve that results or could result in the amendment or modification, or a waiver of a provision therein, in any Competing Action; such case, in each case to a manner that (i) decreases the extent such Existing Common Shares and Exercised Common Shares amount the Merger Consideration or changes the form of the Merger Consideration or (if anyii) are entitled to vote imposes any material restrictions on or additional conditions on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier payment of the Closing and Merger Consideration to stockholders; provided, however, that any extension of the termination Outside Date in accordance with the terms of this Agreementthe Merger Agreement shall not be deemed a material restriction or additional condition hereunder.

Voting Agreement. Subject to the terms of this Agreement, (a) Each Stockholder hereby irrevocably severally (and unconditionally covenants and not ---------------- jointly) agrees that, during the Voting Period (as hereinafter defined)time this Agreement is in effect, at any meeting of the Company Stockholders Meeting or at any adjournment or postponement thereofstockholders of the Company, or however called, and in any other circumstances (including an action by written consentconsent of the stockholders of the Company, such Stockholder shall (i) upon which a vote or other approval with respect to all of the Shares legally and/or beneficially owned by such Stockholder in favor of the Merger, the Merger Agreement or (as amended from time to time) and any of the transactions contemplated by the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorumAgreement; (ii) be present and vote (such Shares against any action or cause to be voted)agreement that would result in a breach in any material respect of any covenant, in person representation or by proxy at warranty or any other obligation of the Company Stockholders Meeting under the Merger Agreement; and (iii) vote the Shares against any action or deliver agreement that would materially impede, interfere with or cause attempt to be delivered a written consentdiscourage the Offer or the Merger. (b) Each Stockholder hereby severally (and not jointly) further agrees that, if applicable), the Existing Common Shares and Exercised Common Shares (if anyMerger Agreement shall terminate solely by reason of the Company's exercise of its termination rights pursuant to Section 9.1(b)(iii) in favor of (A) the adoption of the Merger Agreement, and for as long as the Exercise Period has not ended, such Stockholder (Bi) shall attend or otherwise participate in all duly called stockholder meetings and in all actions by written consent of stockholders, (ii) shall vote the approval Shares legally and/or beneficially owned by such Stockholder to enlarge the Board of Directors of the Company to provide the Purchaser with a majority of members of the Board elected by the Purchaser, (iii) shall not, without the prior written consent of Purchaser, vote any of such Shares in favor of any of the actions described in Section 6.1(a), (b), (e) or (f) of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); Agreement and (iv) not take any action by written consent to approve any Competing Action; shall otherwise vote such Shares, and use its reasonable efforts in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier its capacity as stockholder of the Closing and Company, to prevent the termination actions described in Section 6.1(a), (b), (e) or (f) of this the Merger Agreement. (c) Each Purchaser and Sub agree that the covenants of each Stockholder under this Section 7.1 relate only to each Stockholder in its capacity as stockholder and not to any other capacity in which such person may be acting.

Voting Agreement. Subject to During the terms of this AgreementTerm (as defined below), Stockholder hereby each Stockholder, in its capacity as such, irrevocably and unconditionally covenants and agrees thatwith Parent as follows: (a) At any meeting of the stockholders of Parent, during the Voting Period (as hereinafter defined)however called, at the Company Stockholders Meeting or at including any adjournment or postponement thereof, or and in connection with any other circumstances (including an action proposed to be taken by written consent) upon which a vote or other approval consent of the stockholders of Parent, such Stockholder shall, with respect to all Shares that are outstanding and Beneficially Owned by such Stockholder, or its Affiliates which such Stockholder controls, on the Merger Agreement date in question and are entitled to count as present, vote thereon or the Merger is sought, Stockholder shall: consent thereto: (i) appear at each such meeting or otherwise cause the Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (proxy, or deliver (or cause to be delivered delivered) a written consent (which vote shall be cast 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) covering, if applicable), the Existing Common all such Shares and Exercised Common Shares (if any) against (A) in favor of any extraordinary corporate transaction proposal presented to the stockholders with a recommendation by the board of directors of Parent (other than the Merger), “Parent Board”) to vote in favor of such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer proposal and in favor of all or substantially all of any Parent Board candidate nominated by the assets or securities of the Company or any of its SubsidiariesParent Board, (B) against any amendment of proposal presented to the Companystockholders with a Parent Board’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreementrecommendation to vote against such proposal, (C) against any other proposalParent Board candidate not nominated or recommended by the Parent Board, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, and (D) in favor of any extraordinary dividendproposal presented to the stockholders with respect to any action of Parent, distribution or recapitalization by which the Company or change in capital structure Parent Board has approved, but as to which the Parent Board has not made any recommendation, including, without limiting any of the Company (other than pursuant to the Merger Agreement)foregoing obligations, (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support favor of any actual proposal to adjourn or potential Acquisition Proposal) and (F) postpone any Acquisition Proposal (meeting of the matters described in Parent’s stockholders at which any of the foregoing clauses (A) through (F) being referred matters requiring such Stockholder’s approval are submitted for consideration and vote of Parent’s stockholders to as “Competing Actions”); and (iv) a later date if there are not take any action by written consent to approve any Competing Action; in each case to the extent sufficient votes for approval of such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing matters on the date hereof and ending on which the earlier meeting is held to vote upon any of the Closing foregoing matters requiring stockholders approval. (b) Each Stockholder shall not, and shall not permit any entity which such Stockholder directly or indirectly controls to deposit any of the termination Shares in a voting trust, grant any proxies, consents or powers of this Agreementattorney with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of any of the Shares (including without limitation, any voting agreement or similar arrangement) other than agreements entered into with Parent.

Voting Agreement. Subject (a) Each of Kinder and each of the Investor Shareholders agrees with each other that he or it, as applicable, shall take all Necessary Action within his or its power to (i) cause the Board to be constituted as set forth in this Article III, including by being composed of the individuals nominated as directors pursuant to Section 3.1 hereof (including appointing or removing nominees and filling any vacancies created by reason of death, disability, retirement, removal, failure to be elected or resignation of any nominee(s) with new nominee(s) designated pursuant to Section 3.1 hereof), (ii) cause all Voting Securities beneficially owned by such Person or, in the case of Kinder, Kinder and his Permitted Transferees, to be voted (A) in favor of the election of the nominees designated pursuant to Section 3.1 hereof to the Board, (B) in favor of the removal of the individuals to be removed pursuant to Section 3.1(d) and (C) against any proposal to amend or waive any provision of the Bylaws unless the Board has approved such amendment or waiver and the individuals whose consent for such amendment or waiver is required under the Bylaws has been received in writing, and (iii) ensure that the Charter and Bylaws do not, at any time, conflict in any respect with the provisions of this Agreement to the extent such provisions comply with applicable law. The Company agrees to include in the slate of nominees recommended by the Board those individuals nominated in accordance with this Article III. The Company, Kinder and the Investor Shareholders agree to use all reasonable best efforts to cause the election of such individuals nominated in accordance with this Article III. To the fullest extent permitted by law, the Company agrees to use all reasonable best efforts to solicit proxies for such nominees for director from all holders of Voting Securities. (b) Solely for purposes of this Section 3.5, and in order to secure the performance of Kinder’s and the Investor Shareholders’ obligations under this Section 3.5, each of Kinder and the Investor Shareholders (each, an “Appointer”) hereby irrevocably appoints each other (to the extent qualifying as a Proxy Holder (as defined below)) the attorney-in-fact and proxy of such Appointer (with full power of substitution) to vote with respect to its and, in the case of Kinder, his Permitted Transferees’, Shares as described in this paragraph if, and only in the event that, such Appointer fails to vote with respect to its and, in the case of Kinder, his Permitted Transferees’, Shares in accordance with the terms of this AgreementSection 3.5. The Appointer shall have five (5) Business Days from the date of a request for such vote (the “Voting Cure Period”) to cure such failure. If after the Voting Cure Period the Appointer has not cured such failure, Stockholder any of Kinder or the Investor Shareholders, as the case may be, whose nominees to the Board were required to be approved or removed by the Appointer pursuant to this Section 3.5 but were not approved or removed by the Appointer, shall have, and is hereby irrevocably and unconditionally covenants and agrees thatgranted, during the Voting Period (as hereinafter defined)a proxy to vote, at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or Appointer’s and, in the Merger is soughtcase of Kinder, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat his Permitted Transferees’, Shares for the purpose purposes of establishing electing directors as required by this Section 3.5 (such Shareholder, a quorum; (ii“Proxy Holder”), and of removing from office any directors elected to the Board in lieu of the nominees of the Proxy Holder who should have been elected pursuant to this Section 3.5, at the special or annual meeting for such election or removal of director(s). Each of Kinder and the Investor Shareholders intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each of Kinder and the Investor Shareholders will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the matters set forth in this Section 3.5 with respect to the Shares beneficially owned by such Shareholder and, in the case of Kinder, his Permitted Transferees. Notwithstanding the foregoing, the conditional proxy granted by this Section 3.5(b) shall be present and vote (or cause deemed to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and revoked upon the termination of Section 3.5 of this AgreementAgreement in accordance with its terms.

Voting Agreement. Subject to At any meeting of the terms stockholders of this Agreementthe Company, Stockholder hereby irrevocably and unconditionally covenants and agrees thathowever called, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval with respect of the stockholders of the Company is sought (in writing or otherwise), each Stockholder shall, and shall instruct any holder of record of such Stockholder’s Covered Shares (except to the Merger Agreement or extent such Covered Shares have been tendered to Purchaser in the Merger is soughtOffer) to, Stockholder shall: (i) appear at each such meeting or otherwise cause all of such Stockholder’s Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (ii) be present and vote (or cause instruct to be voted), in person or by proxy at the Company Stockholders Meeting execute and deliver a written consent (or deliver or cause a written consent to be delivered a written consentexecuted and delivered) covering, if applicable), the Existing Common Shares and Exercised Common all such Covered Shares (if anyA) in favor of (A) the adoption of adopting the Merger AgreementAgreement (including for the purposes of this Section 2(a), (B) as it may be modified or amended from time to time), and the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver each of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other transactions contemplated by the Merger Agreement, as well as Agreement and this Agreement and any agreement or commitment to do other matter that must be approved by the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities stockholders of the Company or any of its Subsidiariesin order for the transactions contemplated by the Merger Agreement to be consummated, (B) only as directed by Parent, the Purchaser or any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger AgreementParent Subsidiary with respect to any Acquisition Proposal, (C) any other proposalonly as directed by Parent, action or transaction involving the Company Purchaser or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected Parent Subsidiary with respect to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure the business, management or Board of Directors of the Company (other than pursuant to as directed by Parent, the Merger Agreement), (E) Purchaser or any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition ProposalParent Subsidiary) and (FD) only as directed by Parent, the Purchaser or any Acquisition Proposal Parent Subsidiary with respect to any proposal, action or Contract that would (the matters described in the foregoing clauses (A1) through (F) being referred to as “Competing Actions”); and (iv) not take impede, frustrate, prevent or nullify any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes provision of this Agreement, “Voting Period” means the period commencing on Merger Agreement or the date hereof and ending on the earlier consummation of the Closing and Merger or other transactions contemplated thereby, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the termination Company under the Merger Agreement or (3) result in any of this Agreementthe conditions set forth in Article VI or Annex I of the Merger Agreement not being fulfilled or satisfied. Each Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

Voting Agreement. Subject to the terms of this Agreement, (a) The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)Period, at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: shall (i) appear (in person or by proxy) at such any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for the purpose purposes of establishing a quorum; , and (ii) be present and vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause a written consent to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares provided with respect to all Shares) (if anyA) in favor of adoption and approval of the Merger Agreement and approval of the Merger, (AB) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the adoption of Company contained in the Merger Agreement, and (BC) the approval against any proposal made in opposition to, or in competition with, consummation of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other transactions contemplated by the Merger Agreement, as well as including any agreement or commitment to do the same; Acquisition Proposal (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable)collectively, the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (matters described herein, the “Voting Matters”). In all matters other than the Merger)Voting Matters, such the Shares shall be voted by and in the manner determined by the Stockholder in the Stockholder’s discretion. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a merger, consolidation, business combination, tender director or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities officer of the Company either (i) pursuant to Applicable Law (including, without limitation, such person’s fiduciary duties) or any of its Subsidiaries, (Bii) any amendment of in exercising the Company’s certificate of incorporation rights or by-laws other than as contemplated fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees that, that during the Voting Period (as hereinafter defineddefined below), at any meeting of the stockholders of the Company Stockholders Meeting (whether annual or special), however called, or at any adjournment or postponement thereof, thereof or in any other circumstances (including an action by written consent) upon which a vote or other approval is sought with respect to any of the Merger Agreement or matters referred to in clause (ii) below, the Merger is sought, Stockholder shall: shall (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiiii) vote (or cause to be voted), ) in person or by proxy at the Company Stockholders Meeting (or deliver or cause Covered Shares as to be delivered a written consent, if applicable), which the Existing Common Shares and Exercised Common Shares (if any) against Stockholder controls the right to vote (A) in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (B) in favor of the approval of any other matter to be approved by the stockholders of the Company in connection with the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (C) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or and any of its Subsidiariessubsidiaries (other than pursuant to the Merger) or any other Alternative Transaction, (BD) against any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated permitted by the Merger Agreement, (CE) in a manner that is not inconsistent with the publicly stated position or recommendation of Parent (but only to the extent Parent publicly states a position or recommendation) with respect to any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, prevent or nullify the Merger or Agreement, the Company Stockholder Approval, the Merger Agreementor any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock, and (DF) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as permitted by the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For the purposes of this Agreement, “Voting Period” means shall mean the period commencing on the date hereof and ending on the earlier of the Closing and the immediately prior to any termination of this AgreementAgreement in accordance with its terms pursuant to Section 5.1 hereof. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting Agreement. Subject to the terms of this Agreement, (i) The SoftBank Stockholder hereby irrevocably agrees that from and unconditionally covenants and agrees that, during after the Voting Period (as hereinafter defined)Effective Time, at any meeting (whether annual or special and whether or not adjourned or postponed) of the Company Stockholders Meeting or at any adjournment or postponement thereofholders of Voting Securities, however called, or in connection with any other circumstances written consent of the holders of Voting Securities, the SoftBank Stockholder shall (including an action by written consentA) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and not vote (or cause to be voted or not voted)) or deliver or not deliver a consent (or cause a consent to be delivered or not delivered) with respect to all of its Shares (including, for the avoidance of doubt, any Shares with respect to which the SoftBank Stockholder has become a Beneficial Owner after the date hereof) to the fullest extent that such Shares are entitled to be voted or to consent at the time of any vote or action by written consent, with respect to each proposal, action or other matter, as directed (whether for, against, abstain, withhold, consent, do not consent or otherwise) by DT by written notice to SoftBank prior to the date of such meeting or the deadline for such consent, as applicable, or, if DT does not deliver any such notice, in person the same manner (whether for, against, abstain, withhold, consent, do not consent or by proxy at the Company Stockholders Meeting otherwise) as DT shall vote or not vote (or deliver or cause to be voted or not voted) or deliver or not deliver a consent (or cause a consent to be delivered a written consentor not delivered) with respect to such proposal, if applicable)action or other matter, the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) take (or cause to be taken) all steps necessary or appropriate to ensure that all of its Shares (including, for the approval avoidance of doubt, any Shares with respect to which the SoftBank Stockholder has become a Beneficial Owner after the date hereof) are counted as present for quorum purposes (if applicable) and for purposes of recording the results of the Merger and vote or consent. (ii) So long as SoftBank has the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver right under Section 3.1 of the Company’s certificate Stockholders’ Agreement to designate any Stockholder Designee (as defined in the Stockholders’ Agreement) to be a nominee for election to the Board, the DT Stockholder acknowledges and agrees that from and after the Effective Time, at any meeting (whether annual or special and whether or not adjourned or postponed) of incorporationthe holders of Voting Securities, as amendedhowever called, or bylawsin connection with any written consent of the holders of Voting Securities, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; DT Stockholder shall (iiiA) vote (or cause to be voted)) or deliver a consent (or cause a consent to be delivered) with respect to all of its Shares (including, for the avoidance of doubt, any Voting Securities with respect to which the DT Stockholder has become a Beneficial Owner after the date hereof) and any Shares that are subject to the Proxy to the fullest extent that such Shares are entitled to be voted or to consent at the time of any vote or action by written consent, with respect to any election of directors, in person favor of (1) the election of all SoftBank Designees (as defined in the Stockholders’ Agreement) to the extent that the selection of such SoftBank Designees is consistent with the requirement set forth in Section 3.1 of the Stockholders’ Agreement, and (2) removal (with or by proxy at without cause) from office of any SoftBank Designee serving as a Director, upon the Company Stockholders Meeting written request of the SoftBank Stockholder, and (or deliver B) take (or cause to be delivered taken) all steps necessary or appropriate to ensure that all of its Shares (including, for the avoidance of doubt, any Voting Securities with respect to which the DT Stockholder has become a written consentBeneficial Owner after the date hereof), and any Shares that are subject to the Proxy, are counted as present for quorum purposes (if applicable), ) and for purposes of recording the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all results of the assets vote or securities consent for such election of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementdirectors.

Voting Agreement. Subject to Each Shareholder hereby agrees that in any corporate action of the terms Company's shareholders taken at any meeting of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period Company's shareholders or by written consent in lieu of a meeting of the Company's shareholders in accordance with the General Corporation Law of Ohio (as hereinafter definedthe "Ohio Law"), at the Company Stockholders Meeting or at any adjournment or postponement thereofsuch Shareholder will vote, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), all of such Shareholder's Owned Shares, entitled to vote at such meeting, or, with respect to actions by written consent in person lieu of a meeting, will express (and execute and deliver any necessary document or by proxy at the Company Stockholders Meeting instrument with respect thereto) consent or dissent (or deliver or cause as applicable) with respect to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares all of such Shareholder's Owned Shares: (if anyi) in favor of (A) the adoption of the Merger Agreement, (B) the approval of Agreement and otherwise in such manner as may be necessary to consummate the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other transactions contemplated by the Merger Agreement, (ii) except as well as otherwise agreed to in writing in advance by Parent, against any action, proposal, agreement or commitment to do transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the same; Company contained in the Merger Agreement (whether or not theretofore terminated) or of the Shareholder contained in this Agreement, and (iii) vote (against any action, proposal, agreement or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the MergerMerger Agreement) that could result in any of the conditions to the Company's obligations under the Merger Agreement (whether or not theretofore terminated) not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger Agreement (whether or not theretofore terminated), the Merger or this Agreement, including, but not limited to (A) any Acquisition Proposal, (B) any extraordinary corporate transaction, such as a merger, consolidationconsolidation or other business combination involving the Company or any of its subsidiaries, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or (C) a sale or transfer of all or substantially all of the assets or securities capital stock of the Company or any of its Subsidiariessubsidiaries or a reorganization, (B) any amendment recapitalization or liquidation of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of and its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreementsubsidiaries, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure the management or board of directors of the Company (other than pursuant Company, except as otherwise agreed to the Merger Agreement)in writing by Parent, (E) any material change in the Board (unless such proposed change in present capitalization or dividend policy of the Board was proposed by the Board and is not in connection with Company, or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described other material change in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementCompany's corporate structure or business.

Voting Agreement. Subject to Beginning on the terms of this Agreementdate hereof until the Expiration Date, Stockholder each Shareholder hereby irrevocably and unconditionally covenants agrees that at any meeting of the shareholders of the Company, however called, and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment thereof, at which the Merger Agreement (or postponement any amended version thereof) or the transactions contemplated thereby are submitted for the consideration and vote of the shareholders of the Company, and in connection with any written consent of the shareholders of the Company, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval with respect to of the Merger Agreement or shareholders of the Merger Company is sought, Stockholder each Shareholder shall: , in each case to the fullest extent that its Subject Shares are entitled to vote thereon or consent thereto, (ia) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiib) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting proxy, or, if applicable, deliver (or deliver or cause to be delivered delivered) a written consentconsent with respect to all Subject Shares that such Shareholder is entitled to vote at the time of any vote or action by written consent (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and the transactions contemplated thereby, if including the First Merger, (ii) in favor of any proposal to adjourn a meeting of the shareholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable)) of the Merger Agreement and the transactions contemplated thereby, including the Existing Common Shares First Merger, and Exercised Common Shares (if anyiii) against any (A1) any extraordinary corporate transaction Company Acquisition Proposal, (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, 2) reorganization, recapitalization, liquidation, liquidation or sale or transfer of all or substantially all of the assets or securities winding-up of the Company or any of its Subsidiariesother extraordinary transaction involving the Company, (B3) action or agreement the consummation of which would reasonably be expected to, individually or in the aggregate, impair in any amendment material respect the ability of the Company’s certificate Company to perform its obligations under the Merger Agreement or consummate the Mergers, or prevent or materially delay the consummation of incorporation or by-laws any of the Mergers and the other than as transactions contemplated by the Merger Agreement, Agreement and (C4) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to result in any manner impede, frustrate, prevent, delay, postpone, a material breach or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support violation of any actual covenant, representation or potential Acquisition Proposal) and (F) warranty or any Acquisition Proposal (the matters described other obligation of such Shareholder contained in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement. Nothing contained in this Agreement shall require any Shareholder (or shall entitle any proxy of any Shareholder) to convert, “Voting Period” means the period commencing on the date hereof and ending on the earlier exercise or exchange any shares of the Closing and the termination Company Class B Common Stock in order to obtain any shares of this AgreementCompany Class A Common Stock.

Voting Agreement. Subject From the date hereof until the termination of this Agreement in accordance with Section 5.04, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Stockholder Meeting) of the stockholders of Company concerning proposals related to the terms of this Mergers, Merger Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting any Acquisition Proposal or at any adjournment or postponement thereof, or in any other circumstances (including an action transaction contemplated by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger at which any matter set forth in this Section 1.01 is soughtbeing considered, Stockholder shall: (i) appear at such meeting however called, or otherwise cause all of the Company Common Stock owned (whether beneficially or of record) by Stockholder as of the date hereof and any New Company Common Stock (as defined below) to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and respond to each request by the Company for written consent in lieu of such meeting, if any, and (iiy) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable, with respect to) all Company Common Stock (including any shares of Company Common Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the termination of this Agreement, in each case, to the extent Stockholder has sole voting power over such purchased or acquired Company Common Stock (the “New Company Common Stock”)) owned (whether beneficially or of record) at such time by Stockholder: (a) with respect to each meeting at which a vote of Stockholder on the Required Company Stockholder Approval is requested (a “Merger Proposal”), in favor of such Merger Proposal (and, in the Existing Common Shares 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 Exercised Common Shares in favor of any other transactions or matters expressly contemplated by the Merger Agreement; (if anyb) against any Acquisition Proposal or any other transaction, proposal, agreement or action that would or would reasonably be expected to (i) prevent or delay the consummation of the Transactions, including the Mergers, or (ii) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Stockholder contained in this Agreement; and (c) in favor of (A) any other matter necessary to the adoption consummation of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do including the same; Mergers (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (Aa) through (Fc) being referred to as of this Section 1.01, the “Competing ActionsRequired Votes”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, (a) Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted)) all of the Shares which Stockholder has the right to so vote in connection with any annual, in person special or by proxy other meeting of the stockholders of the Company, and at the Company Stockholders Meeting (any adjournment or deliver or cause to be delivered a written consentadjournments thereof, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement. In addition, (B) from the approval date of this Agreement and until the Merger and the approval termination of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment Stockholder hereby agrees to do the same; (iii) vote (or cause to be voted)) at any annual, in person special or by proxy other meeting of the stockholders of the Company, and at the Company Stockholders Meeting (any adjournment or deliver or cause to be delivered a written consentadjournments thereof, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets Shares which Stockholder has the right to so vote: (i) against any action that would result in a breach in any material respect of any representation and warranty or securities covenant of Stockholder under this Agreement; (ii) against any action that would result in a breach in any material respect of any representation and warranty or covenant of the Company under the Merger Agreement; (iii) against any Alternative Acquisition Proposal and against any other action that is intended, or that would reasonably be expected, to prevent or otherwise materially interfere with, materially delay or frustrate the consummation of the transactions contemplated by the Merger Agreement; (iv) against any change in the composition of its Subsidiaries, (B) any amendment the Board of Directors of the Company’s certificate of incorporation or by-laws , other than as contemplated by the Merger Agreement; and (v) against any amendment to the Certificate of Incorporation or bylaws of the Company, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or than as contemplated by the Merger Agreement, . (Db) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than Any vote required to be cast pursuant to this Section 2.1 shall be cast in accordance with the Merger Agreement), applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that quorum is present (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposalif applicable) and for purposes of recording the results of that vote. (Fc) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take If any action is taken by written consent to approve any Competing Action; in each case rather than at a meeting of the stockholders of the Company, consent shall be given or withheld by Stockholder with respect to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled then beneficially owned by Stockholder which Stockholder has the right to vote on in the respective matter set forth above. For purposes same manner as if such Shares were voted at a meeting in accordance with the provisions of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 2.1(a).

Voting Agreement. Subject to During the terms of this AgreementAgreement Period, Stockholder hereby irrevocably and unconditionally covenants agrees that at any meeting (whether annual or special and agrees thatwhether or not an adjourned or postponed meeting) of the holders of Common Stock, during the Voting Period however called (as hereinafter defined)each, at the a “Company Stockholders Meeting or at any adjournment or postponement thereofMeeting”), or in connection with any other circumstances (including an action by written consent) upon which a vote or other approval with respect to consent of the Merger Agreement or the Merger is soughtholders of Common Stock, Stockholder shall: : (ia) appear be present, in person or represented by proxy, or otherwise cause Stockholder’s Shares to be counted for purposes of determining the presence of a quorum at such meeting or otherwise (to the fullest extent that such Shares may be counted as present thereat for the purpose of establishing a quorumquorum purposes under applicable Law); and (iib) be present and vote (or cause to be voted) all of Stockholder’s Shares that are entitled to be voted (the “Vote Shares”), or deliver a written consent (or cause a written consent to be delivered) with respect to all of Stockholder’s Vote Shares, in person or by proxy each case, to the fullest extent that Stockholder’s Vote Shares shall be entitled to be voted at the Company Stockholders Meeting (time of any vote or deliver or cause to be delivered a action by written consent, if applicable), the Existing Common Shares and Exercised Common Shares : (if anyi) in favor of the (A) the approval and adoption of the Merger Agreement, the Merger and each of the other actions contemplated by the Merger Agreement, and, (B) the approval without limitation of the Merger and the preceding clause (A), approval of any proposal to adjourn or postpone the meeting Company Stockholders Meeting to a later date if there are not sufficient affirmative votes to obtain for approval and adoption of the Requisite Merger Agreement on the date on which the Company Stockholder Approval, and Stockholders Meeting is held; and (Cii) against (A) any amendmentaction (including any amendment to the Company Certificate or Company By-Laws, alterationas in effect on the date hereof), modificationagreement or transaction that would reasonably be expected to frustrate the purposes of, repeal impede, hinder, interfere with, nullify, prevent, delay or waiver adversely affect the consummation of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, as well as including the Offer, (B) any agreement Competing Proposal and any action in furtherance of any Competing Proposal, (C) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or commitment to do the same; (iii) vote (or cause to be voted), in person winding up of or by proxy at the Company, or any other extraordinary transaction involving the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, ) and (BD) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreementaction, (C) any other proposal, action transaction or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to result in a breach of any manner impedecovenant, frustraterepresentation or warranty or any other obligation or agreement of Stockholder under this Agreement or, preventto the Stockholder’s knowledge, delay, postpone, or nullify of the Merger or Company under the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, (a) Each Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), ) in person or by proxy proxy, all Subject Shares that such Stockholder is entitled to vote at the Company Stockholders Meeting time of any vote, at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the Merger Agreement (or deliver any amended version thereof) and the Merger are submitted for the consideration and vote of the stockholders of the Company, or cause in connection with any written consent of the stockholders of the Company with respect to be delivered matters set forth in this Section 1.1, (i) to approve the Merger Agreement and any transactions contemplated thereby, including the Merger, and any actions in furtherance thereof requiring a written consent, if applicable), vote of the Existing Common Shares and Exercised Common Shares Company stockholders and (if anyii) in favor of (A) the adoption any matter reasonably necessary for consummation of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, . Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as well as any agreement to 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 commitment to do consent. The obligations of the same; (iii) vote (Stockholders set forth in this Section 1.1 shall apply whether or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against not (A) the Company Board has effected an Adverse Recommendation Change or (B) the Company breaches any extraordinary corporate transaction of its representations, warranties, covenants or agreements set forth in the Merger Agreement. (b) Each Stockholder hereby agrees that it shall vote its Subject Shares against, and shall not provide consents to, the approval of (i) any Alternative Transaction Proposal (other than the Mergeran Alternative Transaction Proposal by Parent or any of its Affiliates), such as a merger, consolidation, business combination, tender (ii) any extraordinary dividend or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of distribution by the Company or any of its Subsidiaries, (Biii) any amendment change in the capital structure of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company Subsidiaries (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any other action by written consent that would reasonably be expected to approve result in any Competing Action; in each case condition to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier consummation of the Closing and Merger contained in Article IX of the termination of this AgreementMerger Agreement not being satisfied.

Voting Agreement. Subject (a) Until the earliest to occur of (i) the terms date of termination of this AgreementAgreement in accordance with Section 7.1, Stockholder hereby irrevocably (ii) the date on which a Change in DSW Recommendation occurs or a Change in RVI Recommendation occurs and unconditionally covenants and agrees that, during (iii) the Voting Period (as hereinafter defined)Effective Time, at every meeting of the Company Stockholders Meeting or shareholders of DSW called with respect to any of the following, and at any every adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) RVI shall appear at such meeting (in person or otherwise be counted as present thereat by proxy) for the purpose purposes of establishing calculating a quorum; (ii) be present quorum at such meeting and shall vote (or cause to be votedvoted all shares of DSW Common Stock of which it is the record or beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act (the “Subject Shares”), other than any shares of DSW Common Stock pledged by RVI under the Collateral Agreement (as defined in person the PIES Indenture) or by proxy at in connection with the Company Stockholders Meeting RVI Warrants issued to Schottenstein, (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyx) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and any actions required and in furtherance thereof, including the approval of any proposal to adjourn DSW Share Issuance and the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder ApprovalCharter Amendment, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyy) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in cause the failure of any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter conditions set forth above. For purposes of this Agreementin Section 6.3. (b) RVI shall not, “Voting Period” means directly or indirectly, during the period commencing on the date hereof and ending continuing until the earliest to occur of the items enumerated in clauses (i) through (iii) of the first sentence of Section 5.12(a): (i) except as contemplated by this Agreement, including any deemed sale of the Subject Shares as a result of the Merger, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or grant or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sell, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Subject Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares; or (iii) take any action that would prevent or disable DSW from exercising the proxy granted pursuant to Section 5.12(c). (c) RVI hereby revokes any and all prior proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the earlier date hereof and continuing until the earliest to occur of the Closing items enumerated in clauses (i) through (iii) of the first sentence of Section 5.12(a), RVI hereby irrevocably grants to and appoints DSW or any individual or individuals designated by DSW in writing (or any successor thereto), or any of them, and each of them individually, as RVI’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of RVI, to vote (or cause to be voted) the Subject Shares held of record by RVI, in the manner set forth in Section 5.12(a), at any meeting of the stockholders of DSW. RVI hereby affirms that this irrevocable proxy is given in connection with this Agreement and, therefore, is coupled with an interest. RVI further affirms that this irrevocable proxy may not be revoked under any circumstance. This irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1701.48 of the OGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the earliest to occur of the items enumerated in clauses (i) through (iii) of the first sentence of Section 5.12(a). The holder of the proxy granted pursuant to this Section 5.12(c) may not exercise this proxy on any matter other than those described in Section 5.12(a). (d) This Section 5.12 is intended to bind RVI as a shareholder of DSW only with respect to the specific matters set forth herein, and RVI shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of DSW. Prior to the termination of this Agreement, RVI shall not enter into any agreement or understanding with any person to vote or consent in any manner inconsistent with the terms of this Section 5.12.

Voting Agreement. Subject to At any meeting of the terms stockholders of this Agreementthe Company, Stockholder hereby irrevocably and unconditionally covenants and agrees thathowever called, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval of the stockholders of the Company is sought with respect to the Merger Agreement or any Acquisition Proposal or any proposal relating to the Merger is soughtAgreement or any Acquisition Proposal, Stockholder shall: , and shall cause any other holder of record of any Covered Shares to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares (A) in person or favor of the Merger, the execution and delivery by proxy at the Company Stockholders Meeting 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; (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyB) against (Ai) any extraordinary corporate transaction Acquisition Proposal or any proposal relating to an Acquisition Proposal, (ii) any merger agreement or merger (other than the Merger Agreement and the Merger), such as a merger, consolidation, business combination, tender or exchange offersale of substantial assets, reorganization, recapitalization, liquidationdissolution, liquidation or winding up of or by the Company, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (Biii) any amendment of the Company’s certificate of incorporation or by-laws bylaws that, in the case of each of the foregoing clauses (i) through (iii) would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (2) result in a breach in any respect of any covenant, representation, warranty or any other than as contemplated by obligation or agreement of the Company under the Merger Agreement, or (C3) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to change in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure voting rights of the Company (other than pursuant Covered Shares. Stockholder shall not commit or agree to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to inconsistent with the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementforegoing.

Voting Agreement. Subject to During and for the terms term of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees thatshall cause all the Shares that the Stockholder beneficially owns to be voted (to the extent such Shares are entitled to vote) at any annual, during special, postponed or adjourned meeting of the Voting Period (as hereinafter defined), at stockholders of the Company Stockholders Meeting or at any adjournment to grant a consent or postponement thereof, or approval in respect of the Shares in any other circumstances written consent in lieu of such a meeting (including an action by written consent) upon which a vote or other approval with respect and to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at each such meeting or otherwise cause all of the Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; ) (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anya) in favor of (A) the approval and adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other transactions contemplated by the Merger Agreement, as well as the other transactions contemplated thereby and any agreement or commitment to do other matter that must be approved by the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities stockholders of the Company in order for the transactions contemplated by the Merger Agreement to be consummated, (b) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held, and (c) against any Acquisition Proposal or any of its Subsidiariesother action, proposal or agreement that would (B1) any amendment of reasonably be expected, to impede, interfere with, materially delay or postpone the Company’s certificate of incorporation or by-laws Merger and the other than as transactions contemplated by the Merger Agreement, (C2) result in a breach in any respect of any covenant, representation or warranty, or any other proposal, action obligation or transaction involving agreement of the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or under the Merger Agreement, (D3) change the dividend policy or in any extraordinary dividendmaterial respect the capitalization of, distribution including the voting rights of any class of equity interests in, the Company, or recapitalization by (4) result in any of the Company conditions set forth in Section 7 or Annex A of the Merger Agreement not being fulfilled or satisfied, or (5) change in capital structure a majority of the Company Board (other than pursuant to as directed by Parent, Merger Sub or any Parent Subsidiary). During and for the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes term of this Agreement, “Voting Period” means the period commencing on Stockholder shall not commit or agree to take any action inconsistent with the date hereof and ending on foregoing. Except as set forth in this Section 3.02, nothing in this Agreement shall limit the earlier right of Stockholder to vote in favor of, against or abstain with respect to any matters presented to the Closing and the termination of this AgreementCompany’s stockholders.

Voting Agreement. Subject to Stockholder, by this Agreement, does hereby constitute and appoint Liberty, or any nominee thereof, with full power of substitution, during and for the terms term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all the Shares Stockholder hereby irrevocably beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and unconditionally covenants and agrees that, during this appointment will include the Voting Period right to sign on its behalf (as hereinafter defined)a stockholder) to any consent, at certificate or other document relating to the Company Stockholders Meeting that laws of the State of Delaware may require or at any adjournment or postponement thereof, or in any other circumstances permit) (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyx) in favor of (A) the approval and adoption of the Merger Agreement and the other transactions contemplated thereby and (y) against (a) any Extraordinary Transaction (as defined in the Merger Agreement), (Bb) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement and (c) the approval of following actions (other than the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; ): (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (Ai) any extraordinary corporate transaction (other than the Merger)transaction, such as a merger, consolidationconsolidation or other business combination involving the Company or its subsidiaries; (ii) a sale, business combinationlease or transfer of a substantial amount of assets of the Company or one of its subsidiaries, tender or exchange offer, a reorganization, recapitalization, liquidation, dissolution or sale or transfer of all or substantially all liquidation of the assets Company or securities its subsidiaries or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any of its Subsidiaries, (B) any amendment of the Certificate of Incorporation or Bylaws of the Company’s certificate of incorporation or by-laws other than , as contemplated by amended through the Merger Agreement, date hereof; (C) any other proposalmaterial change in the Company's corporate structure or business; or (D) any other action that, action in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would could reasonably be expected expected, to in any manner impede, frustrate, preventinterfere with, delay, postpone, or nullify adversely affect the Merger or transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, (D) any extraordinary dividend, distribution or recapitalization by and Stockholder declares that it is irrevocable during and for the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes term of this Agreement. Stockholder hereby revokes all and any other proxies with respect to the Shares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Liberty granted hereby. For Shares as to which Stockholder is the beneficial but not the record owner, “Voting Period” means Stockholder shall use its reasonable best efforts to cause any record owner of such Shares to grant to Liberty a proxy to the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementsame effect as that contained herein.

Voting Agreement. Subject to The Stockholder, by this Agreement, does hereby constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the terms term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and stea▇, ▇▇ vote all the Shares Stockholder hereby irrevocably beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and unconditionally covenants and agrees that, during this appointment will include the Voting Period right to sign his name (as hereinafter defined)stockholder) to any consent, at certificate or other document relating to the Company Stockholders Meeting that laws of the State of Delaware may require or at any adjournment or postponement thereof, or in any other circumstances permit) (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyx) in favor of (A) the approval and adoption of the Merger Agreement, (B) the Agreement and approval of the Merger and the approval other transactions contemplated thereby and (y) against (a) any Acquisition Transaction, (b) any action or agreement that would result in a breach in any respect of any proposal to adjourn covenant, agreement, representation or warranty of the meeting to a later date if there are not sufficient affirmative votes to obtain Company under the Requisite Company Stockholder Approval, Merger Agreement and (Cc) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against a (A) any extraordinary corporate transaction (other than the Merger), such as change in a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all majority of the assets or securities persons who constitute the board of directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any of its Subsidiaries, (B) any amendment of the Company’s 's certificate of incorporation or by-laws other than bylaws, as contemplated by the Merger Agreement, amended to date; (C) any other proposalmaterial change in the Company's corporate structure or business; or (D) any other action that, action in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would could reasonably be expected expected, to in any manner impede, frustrate, preventinterfere with, delay, postpone, or nullify adversely affect the Merger or and the other transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, (D) and the Stockholder declares that it is irrevocable. The Stockholder hereby revokes all and any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant proxies with respect to the Merger Agreement)Shares that he may have heretofore made or granted. For Shares as to which the Stockholder is the beneficial but not the record owner, (E) the Stockholder shall use his best efforts to cause any change in the Board (unless record owner of such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred Shares to as “Competing Actions”); and (iv) not take any action by written consent grant to approve any Competing Action; in each case Parent a proxy to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementsame effect as that contained herein.

Voting Agreement. Subject to (a) From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), the Stockholder hereby irrevocably and unconditionally covenants and hereby agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or that at any meeting (whether annual or special and each postponement, recess, adjournment or postponement continuation thereof) of the stockholders of the Company, or however called, and in connection with any other circumstances (including an action written consent of the holders of Series A Preferred Shares requested by written consent) upon which a vote or other approval with respect to the Merger Agreement or Company, the Merger is sought, Stockholder shall: : (i) appear at such meeting or otherwise cause all of the Existing Shares and all other voting securities of the Company over which the Stockholder (A) has acquired beneficial or record ownership after the date hereof or (B) otherwise has the power to vote or direct the voting of (including any Series A Preferred Shares or other voting securities of the Company acquired by means of purchase, dividend or distribution, or the conversion of any convertible securities, or pursuant to any other derivative securities or otherwise over which the Stockholder has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which the Stockholder owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered execution of a written consent, if as applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger AgreementCompany Charter Amendment, (B) the approval of the Merger and the approval in favor of any proposal to adjourn or postpone such meeting of the meeting stockholders of the Company to a later date if there are not sufficient affirmative votes to obtain such adjournment or postponement is proposed in compliance with the Requisite Company Stockholder Approval, provisions of Section 6.4(a) of the Merger Agreement and (C) against any amendmentaction, alterationproposal, modificationtransaction, repeal agreement or waiver amendment of the Company’s certificate Restated Company Certificate of incorporationIncorporation, as amendedin each case of this clause (C), for which the Stockholder has received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (x) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or bylawsof the Stockholder contained in this Agreement, as amendedor (y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. (b) For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which the Stockholder serves as well a partner, stockholder, trustee or in a similar capacity so long as, and to the extent, the Stockholder exercises voting control over such Shares. To the extent the Stockholder does not have sole control of the voting determinations of such entity, the Stockholder agrees to exercise all voting rights or other voting determination rights the Stockholder has in such entity to carry out the intent and purposes of the Stockholder’s support and voting obligations in this paragraph and otherwise set forth in this Agreement. (c) The Stockholder represents, covenants and agrees that, (i) except for this Agreement, the Stockholder has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust, and (ii) except as expressly set forth herein, the Stockholder has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement applicable to do the same; Stockholder. (iiid) vote (or cause In furtherance and not in limitation of the foregoing, but only in the event and in each case that the Stockholder fails to be voted), in person counted as present or by proxy at the Company Stockholders Meeting (or deliver or cause fails to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially vote all of the assets Stockholder’s Shares in accordance with this Agreement, until the Expiration Date, the Stockholder hereby appoints R▇▇▇▇ ▇▇▇▇, for so long as she serves as Chief Legal Officer of the Company, or securities any other person acting as Chief Legal Officer of the Company and any designee thereof, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action act by written consent (and to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled instruct nominees or record holders to vote on or act by written consent) during the respective matter Support Period with respect to any and all of the Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby agrees that this proxy and power of attorney granted by the Stockholder shall be irrevocable until the Expiration Date, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder with respect to any Shares regarding the matters set forth abovein this Section 3. For purposes The power of this Agreementattorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, “Voting Period” means the period commencing on the date hereof and ending on the earlier death or incapacity of the Closing and the termination of this AgreementStockholder.

Voting Agreement. Subject (a) For as long as Cinven has the right to nominate a director to the terms Board of this AgreementDirectors in accordance with Section 5.1 (regardless of whether Cinven exercises such right) and subject to compliance with Applicable Laws, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during each of the Cinven Shareholders shall use reasonable best efforts to cause all of the Voting Period Securities owned or Beneficially Owned by it or any of its Controlled Affiliates or over which it or any of its Controlled Affiliates has voting control or the power to direct voting control, not to be voted (i) against or withheld, as the case may be, from voting in respect of all those persons nominated and publicly recommended to serve as directors of Concordia by the Board of Directors or the management of Concordia (as hereinafter definedthe case may be), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in and (ii) with respect to any other circumstances action, proposal or matter to be voted on by the shareholders of Concordia (including an through action by written consent) upon which a ), against the public recommendation of the Board of Directors; provided that the Cinven Shareholders shall be given specific prior written notice of their obligations pursuant to the foregoing in connection with any particular vote or other approval with respect written consent of the shareholders of Concordia, which notice shall be delivered no later than the last to the Merger Agreement or the Merger is sought, Stockholder shall: occur of (i) appear at such meeting the day upon which the shareholders of Concordia are given notice of the action, proposal or otherwise matter to be counted as present thereat voted on in accordance with Applicable Laws, and (ii) the day that is 15 Business Days prior to the deadline for submitting proxy forms for the purpose of establishing a quorum; (ii) be present and vote (voting on such action, proposal or cause matter or, if applicable, the date such action, proposal or matter is to be voted)approved by written consent. Notwithstanding the foregoing, in person or by proxy the Cinven Shareholders and their respective Controlled Affiliates shall be free to vote at the Company Stockholders Meeting (or deliver or cause to be delivered a their discretion, but must not, without Concordia’s prior written consent, if applicable)publicly announce the manner in which they will vote, in connection with any proposal submitted for a vote of the Existing Common Shares and Exercised Common Shares (if any) shareholders of Concordia in favor respect of (A) the adoption issuance of the Merger Agreement, (B) the approval of the Merger and the approval of Equity Securities in connection with any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender arrangement or exchange offeramalgamation of Concordia, reorganizationand (B) any merger, recapitalizationconsolidation, liquidationbusiness combination, arrangement or amalgamation of Concordia, provided that notwithstanding the foregoing, in either case where any such proposal has not been approved, or sale has been publicly rejected or transfer not recommended for acceptance by Concordia shareholders, by the Board of all or substantially Directors and Cinven has the right to nominate a director to the Board of Directors in accordance with Section 5.1 (regardless of whether Cinven exercises such right), each of the Cinven Shareholders and its Controlled Affiliates shall use reasonable best efforts to vote and cause all of the assets or securities of the Company Voting Securities owned by it or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation Controlled Affiliates or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company over which it or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger Controlled Affiliates has voting control or the Merger Agreement, power to direct voting control to be voted against such proposal. (Db) With respect to any extraordinary dividend, distribution or recapitalization by the Company or change matter that each Cinven Shareholder votes on in capital structure of the Company accordance with Section 3.1(a) (other than pursuant a matter to be approved by way of written consent), each Cinven Shareholder shall use reasonable best efforts to cause each Voting Security owned by it or over which it has voting control to be voted by completing in a timely manner the proxy forms distributed by Concordia or its management and not by any other means, and each Cinven Shareholder shall use reasonable best efforts to deliver the properly and appropriately completed proxy form to Concordia no later than one (1) Business Day prior to the Merger Agreement)deadline for submitting proxy forms for the purpose of voting on such matter at the applicable meeting of Concordia shareholders. Upon the written request of Concordia, (E) any change in each of the Board (unless Cinven Shareholders hereby agrees to use reasonable best efforts to take, and to cause to be taken, such proposed change in further action and execute such other instruments as may be reasonably necessary to effect and carry out the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes intent of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 3.1(b).

Voting Agreement. Subject (a) So long as the aggregate number of Ordinary Share Equivalents Beneficially Owned by the Shareholder and its Group Members, as a group, is greater than or equal to 5% of the terms then issued and outstanding Ordinary Shares, the Shareholder shall cause all of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period Securities Beneficially Owned by it or any of its Group Members or over which it or any of its Group Members has voting control to be voted (i) in favor of all those persons nominated and recommended to serve as hereinafter defined), at directors of the Company Stockholders Meeting by the Board of Directors or at any adjournment or postponement applicable committee thereof, (ii) with respect to any matter directly relating to remuneration of directors, directors’ insurance or indemnification or release from liability of directors, in a manner proportionally consistent with the vote of Ordinary Shares not Beneficially Owned by the Shareholder or any of its Group Members and (iii) with respect to any other circumstances action, proposal or matter to be voted on by the shareholders of the Company (including an through action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person accordance with the recommendation of the Board of Directors or by proxy any applicable committee thereof (so long as a majority of directors at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicabletime of such recommendation are Incumbent Directors). Notwithstanding the foregoing, the Existing Common Shares Shareholder and Exercised Common Shares (if any) its Group Members shall be free to vote at their discretion in favor connection with any proposal submitted for a vote of the shareholders of the Company in respect of (A) the adoption issuance of Equity Securities in connection with any merger, consolidation or business combination of the Merger AgreementCompany, (B) the approval any merger, consolidation or business combination of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and or (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all the assets of the assets or securities Company, except in each of the Company or any of its Subsidiariesclause (A), (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, and (C) where such proposal has not been approved or recommended by the Board of Directors, in which event the preceding sentence shall apply. (b) So long as the aggregate number of Ordinary Share Equivalents Beneficially Owned by the Shareholder and its Group Members, as a group, is greater than or equal to 5% of the then issued and outstanding Ordinary Shares, with respect to any other proposalmatter that the Shareholder is required to vote on in accordance with Section 3.1(a), action the Shareholder shall cause each Voting Security owned by it or transaction involving over which it has voting control to be voted by completing the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization proxy forms distributed by the Company or change in capital structure the voting instructions distributed by the Depositary, as applicable, and not by any other means. The Shareholder shall deliver the completed proxy form to the Company or the completed voting instruction form to the Depositary, as applicable, no later than five (5) Business Days prior to the date of such general meeting of the Company (Company. Upon the written request of the Company, the Shareholder hereby agrees to take such further action or execute such other than pursuant instruments as may be reasonably necessary to effectuate the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes intent of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 3.1(b).

Voting Agreement. Subject to the terms of this AgreementEach Holder, Stockholder severally and not jointly, hereby irrevocably and unconditionally covenants and agrees that, that during the Voting Period (as hereinafter defined)time this Agreement is in effect, at any meeting of the Company Stockholders Meeting stockholders of the Company, however called, or at any adjournment or postponement thereof, thereof or in any other circumstances upon which a vote, consent or other approval (including an action by written consent) upon which a vote or other approval is sought with respect to the Merger Agreement or Merger, the Merger Holders shall (a) when a meeting is soughtheld, Stockholder shall: (i) appear at such meeting or otherwise cause the Shares (as defined below) to be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, quorum and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiib) vote (or cause to be voted), ) in person or by proxy at proxy, or (in the Company Stockholders Meeting case of any solicitation of written consents) deliver (or deliver or cause to be delivered delivered) a written consentconsent covering, if applicable)all of the shares of Common Stock listed opposite such Holder’s name in Schedule A attached hereto (the “Covered Shares”) and all shares of Common Stock of which such Holder hereafter acquires beneficial ownership (collectively with the Covered Shares, the Existing Common Shares “Shares”): (i) in favor of the approval of the Merger, the Merger Agreement and Exercised Common Shares the other transactions contemplated by the Merger Agreement if a vote, consent or other approval (if anyincluding by written consent) with respect to any of the foregoing is sought and (ii) against any (Ax) any extraordinary corporate transaction Acquisition Proposal (other than the Merger Agreement and the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (By) any amendment of the Company’s certificate of incorporation or by-laws bylaws or other than as contemplated by the Merger Agreement, (C) any other proposal, action proposal or transaction involving the Company or any of its SubsidiariesCompany, which amendment or other proposal, action proposal or transaction would is reasonably be expected likely to in any manner impede, delay, frustrate, prevent, delaynullify or otherwise adversely affect the Merger, postpone, or nullify the Merger Agreement or any of the other transactions contemplated by the Merger AgreementAgreement or (z) action or agreement that would result in a breach in any material respect of any representation, (D) warranty, covenant or agreement of the Company under the Merger Agreement or change in any extraordinary dividend, distribution or recapitalization by manner the capitalization of the Company or change in capital structure the voting rights of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementStock.

Voting Agreement. Subject to From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), each Stockholder hereby irrevocably and unconditionally covenants hereby agrees that at any meeting (whether annual or special and agrees thateach postponement, during the Voting Period (as hereinafter defined)recess, at adjournment or continuation thereof) of the Company Stockholders Meeting or at Stockholders, however called, and in connection with any adjournment or postponement thereofwritten consent of the Company Stockholders, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, such Stockholder shall: : (ia) appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (iib) be present and subject to Section 3(c), vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyi) in favor of (A) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of Section 5.7(e) of the Merger Agreement, (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (iv) against any action, proposal, transaction, agreement or amendment of the Company Charter or Company Bylaws, in each case of this clause (iv), for which the Stockholders have received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) prevent, impede, interfere with, delay, postpone, or adversely affect the approval consummation of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, as well as including the Merger. (c) Notwithstanding anything to the contrary herein, if at any agreement or commitment to do time during the same; (iii) vote Support Period the Company Board (or cause any duly authorized committee thereof) makes a Company Adverse Recommendation Change pursuant to be votedSection 5.4 of the Merger Agreement (the “Change of Recommendation Event”), then the obligations, covenants and restrictions of the Stockholders set forth in person Section 3(b) shall be limited to the number of shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock held by the Stockholders equal in aggregate to the sum of (x) 33.37% of the total voting power of the Covered Company Voting Stock minus (y) the total voting power of the Covered Company Voting Stock beneficially owned by the ▇▇▇▇▇▇ Group (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholders shall deliver a written consent executed on behalf of, or vote at any meeting of stockholders of the Company, as applicable, their respective Shares that are not Covered Shares with respect to the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and any other matters described in Section 3(b) in the same proportion as written consents executed or votes cast, as applicable, by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), Stockholders and the ▇▇▇▇▇▇ Group (such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all proportion determined without inclusion of the assets or securities votes cast by the Stockholders and the ▇▇▇▇▇▇ Group) with respect to any such matter; provided, further, that in the event of a Change of Recommendation Event, the Stockholders shall have the right to determine which of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated Shares held by the Merger Agreement, Stockholders will be included in the Covered Shares (C) any other proposal, action it being understood that this proviso is not intended to change the total number or transaction involving the Company or any percentage of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than Covered Shares as determined pursuant to the Merger Agreementthis Section 3(c), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, the “Covered Company Voting PeriodStock” means shall mean the period commencing on the date hereof total number of shares of Company Series A Common Stock, Company Series B Common Stock and ending on the earlier Company Preferred Stock outstanding as of the Closing record date established by the Company with respect to such action by written consent, or vote at any meeting of Company Stockholders, as applicable. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity so long as, and to the termination extent, such Stockholder exercises voting control over such Shares. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company Stockholders, he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate, or frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, each Stockholder hereby appoints ▇▇▇▇▇ ▇▇▇▇, for so long as she serves as Chief Legal Officer of the Company, or any other person acting as Chief Legal Officer of the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable until the Expiration Date, and shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Stockholder.

Voting Agreement. Subject to From the date hereof until the earlier of (a) the Closing and (b) the termination of the Merger Agreement in accordance with its terms of this Agreement(the “Support Period”), Stockholder hereby the Shareholder irrevocably and unconditionally covenants and hereby agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or that at any meeting (whether annual or special and each postponement, recess, adjournment or postponement continuation thereof) of the Company’s shareholders, or however called, and in connection with any other circumstances (including an action by written consent) upon which a vote or other approval with respect to consent of the Merger Agreement or Company’s shareholders, the Merger is sought, Stockholder shall: Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities over which he or she has acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution or pursuant to any other equity awards or derivative securities (including any Company Restricted Stock Awards) or otherwise) (together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of any proposal to adjourn or postpone such meeting of the meeting Company’s shareholders to a later date if there are not sufficient affirmative votes to obtain approve the Requisite Merger Agreement and in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement and submitted to the shareholders of the Company Stockholder Approvalin connection with the Merger, (C) against any action or proposal in favor of an Acquisition Proposal or Alternative Transaction, without regard to the terms of such Acquisition Proposal or Alternative Transaction, and (CD) against any amendmentaction, alterationproposal, modificationtransaction, repeal agreement or waiver amendment of the Company’s certificate Company Articles of incorporationIncorporation or Company Bylaws, as amendedin each case, which 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 contained in the Merger Agreement, or bylawsof the Shareholder contained in this Agreement, as amendedor (2) prevent, materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do including the same; (iii) vote (or cause to be voted), in person or by proxy at Merger. For the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable)avoidance of doubt, the Existing Common foregoing commitments apply to any Shares and Exercised Common Shares (if any) against (A) held by any extraordinary corporate transaction (other than the Merger)trust, such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment limited partnership or other proposal, action or transaction would reasonably be expected to entity holding Shares for which the Shareholder serves in any manner impedepartner, frustrateshareholder, prevent, delay, postpone, trustee or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to similar capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such Existing Common Shares shareholder entity, the Shareholder agrees to exercise all voting or other determination rights he or she has in such shareholder entity to carry out the intent and Exercised Common Shares (if any) are entitled to vote on the respective matter purposes of his or her support and voting obligations in this paragraph and otherwise set forth abovein this Agreement. For purposes of The Shareholder covenants and agrees that, except for this Agreement, “Voting he or she (x) has not entered into, and shall not enter into during the Support Period” means , any voting agreement or voting trust with respect to the period commencing on Shares and (y) has not granted, and shall not grant during the date hereof and ending on Support Period, a proxy, consent or power of attorney with respect to the earlier of Shares except any proxy to carry out the Closing and the termination intent of this Agreement.

Voting Agreement. Subject From the date hereof until the earlier of (a) the final adjournment of the DCB shareholder meeting to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) vote upon which a vote or other approval with respect to the Merger Agreement or any related matter (“DCB Shareholder Meeting”) or (b) the termination of this Agreement in accordance with its terms (such period of time, the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at the DCB Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of DCB’s shareholders to vote upon the Merger is soughtAgreement, Stockholder shall: the Shareholder shall (i) appear at such meeting the DCB Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of DCB Common Stock or voting securities of DCB over which such Shareholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of DCB Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire DCB Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any DCB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder beneficially owns or controls as of the applicable record date for the DCB Shareholder Meeting, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of any proposal to adjourn or postpone the meeting DCB Shareholder Meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by approve the Merger Agreement, (C) against any other action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, action transaction or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected likely to (1) result in a breach of any manner covenant, representation or warranty or any other obligation or agreement of DCB contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (2) prevent, impede, frustrate, preventinterfere with, delay, postpone, discourage or nullify frustrate the Merger purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Shareholder in his or her capacity as a shareholder and the Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of DCB or any of its subsidiaries (Dif the Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any extraordinary dividend, distribution actions or recapitalization omissions taken by the Company Shareholder in the Shareholder’s capacity as such a director or change officer, including in capital structure of the Company (other than pursuant to exercising rights under the Merger Agreement), (E) any change in the Board (unless and no such proposed change in the Board was proposed by the Board and is not in connection with actions or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, “Voting limit or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to DCB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period” means , any voting agreement or voting trust with respect to the period commencing on Shares and (y) has not granted, and shall not grant during the date hereof and ending on Support Period, a proxy, consent or power of attorney with respect to the earlier of Shares except any proxy to carry out the Closing and the termination intent of this AgreementAgreement and any proxy granted for ordinary course proposals at an annual meeting. The Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Subject to From the terms date hereof until the earlier of this Agreement(a) the Closing Date, Stockholder hereby irrevocably and unconditionally covenants and agrees that(b) the termination of the Merger Agreement in accordance with its terms, during (c) the Voting Period (as hereinafter defined), date at the Company Stockholders Meeting or at Board validly makes an Adverse Recommendation pursuant to the Merger Agreement, and (d) the date of any adjournment or postponement thereofamendment to, or waiver or modification of, the Merger Agreement that reduces the amount of the consideration payable to holders of Company Common Stock in any other circumstances (including an action by written consent) upon which a vote or other approval with respect the Merger pursuant to the Merger Agreement if, in the case of this clause (d), the Shareholder has voted against such matter in the Shareholder’s capacity as a director of the Company (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Merger is soughtCompany’s shareholders, Stockholder shall: however called, or in connection with any written consent of the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and other shares of Company Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger AgreementAgreement and the approval of the transactions contemplated thereby, including the Merger, (B) the approval of the Merger and the approval in favor of any proposal to adjourn or postpone such meeting of the meeting Company’s shareholders to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by adopt the Merger Agreement, (C) against any other action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, action transaction or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected likely to (1) result in a material breach of any manner impedecovenant, frustrate, prevent, delay, postpone, representation or nullify warranty or any other obligation or agreement of the Merger or Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (D2) prevent, materially impede or materially delay the Company’s or Buyer’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Shareholder in his or her capacity as a shareholder or as a trustee or a limited general partner in any extraordinary dividendentity holding Shares, distribution and, to the extent the Shareholder serves as a member of the board of directors or recapitalization officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or shall be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as a director or officer to the Company or change in capital structure its shareholders. For the avoidance of the Company (other than pursuant to the Merger Agreement)doubt, (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred commitments apply to as “Competing Actions”); and (iv) not take any action Shares held by written consent to approve any Competing Action; trust, limited partnership or other entity holding Shares for which the Shareholder serves in each case to any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such Existing Common Shares shareholder entity, the Shareholder agrees to exercise all voting or other determination rights he or she has in such shareholder entity to carry out the intents and Exercised Common Shares (if any) are entitled to vote on the respective matter purposes of his or her support and voting obligations in this paragraph and otherwise set forth abovein this Agreement. For purposes of The Shareholder covenants and agrees that, except for this Agreement, “Voting he or she (x) has not entered into, and shall not enter during the Support Period” means , any voting agreement or voting trust with respect to the period commencing on Shares and (y) has not granted, and shall not grant during the date hereof and ending on Support Period, a proxy, consent or power of attorney with respect to the earlier of Shares except any proxy to carry out the Closing and the termination intent of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereofmeeting of the stockholders of the Company, however called, or in any other circumstances (including an action by written consent) upon which a vote the Stockholder’s vote, consent or other approval with respect to the Merger Agreement or the Merger is sought, the Stockholder shall: shall vote the Shares owned beneficially or of record by the Stockholder as follows: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anya) in favor of (A) the adoption of the Merger Agreement, ; (Bb) the approval against any action or agreement that has or would be reasonably likely to result in any conditions to Parent’s obligations under Article VIII of the Merger and the approval of Agreement not being fulfilled; (c) against any proposal Company Acquisition Proposal; (d) against any amendments to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, Organizational Documents if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in prevent or delay the consummation of the Closing; and (e) against any manner other action or agreement that is intended, or could reasonably be expected, to impede, frustrate, preventinterfere with, delay, postpone, or nullify postpone the Merger or the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of stock of the Company. Notwithstanding the foregoing, the Stockholder shall have no obligation to vote any of its Company Common Stock in accordance with this Section 4.1: (a) if, without the prior written consent of the Stockholder, there is any amendment to the Merger Agreement that (i) alters or changes the Merger Consideration, or (ii) adversely affects the holders of the Company Common Stock or (b) if, in connection with the consummation of the transactions contemplated under the Merger Agreement, any of the following would reasonably be expected to occur (Di) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company rights of the Stockholder or its Affiliates in Parent, including with respect to the Stockholder’s director designee on the Parent Board, being impaired or limited (other than pursuant in de minimis respects), including without limitation those rights under the New Stockholder Rights Agreement or (ii) any obligations, duties or limitations being imposed on the Stockholder or its Affiliates (other than in de minimis respects), including with respect to the Merger Agreement)Stockholder’s designee on the Parent Board, (E) any change other than those such obligations, duties and limitations in the Board (unless such proposed change New Stockholder Rights Agreement, the Security Control Agreement or in any other agreement between the Stockholder and any other Governmental Entity in the Board was proposed by the Board and is not in connection with or in support United States of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred America relating to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; national security matters, in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes existing as of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement(each, an “Adverse Event”).

Voting Agreement. Subject (a) During the Voting Agreement Period, the Parent, the Shareholder and each Investor, pursuant to the procedures set forth in Section 2.3(d), (i) may vote in the aggregate up to a number of Voting Securities equal to the Voting Agreement Period Voting Shares in any manner chosen by the Parent, the Shareholder or the Investor, as applicable, and (ii) shall abstain from voting any Voting Securities in excess of the Voting Agreement Period Voting Shares owned by them in the aggregate or over which they have voting control, in each case with respect to any action, proposal or other matter to be voted upon at each general meeting of the Company; provided, however, that, with respect to the Designated Shareholder Voting Matters, the Parent, the Shareholder and each Investor shall be entitled to vote each Voting Security owned by it or over which it has voting control in any manner chosen by the Parent, the Shareholder or the Investor, as applicable. (b) Notwithstanding anything to the contrary herein, at any time the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, each of the Parent, the Shareholder and each Investor shall cause all of the Voting Securities owned by it or over which it has voting control to abstain from voting with respect to any Designated Company Voting Matter. (c) Following the Voting Agreement Period, except as set forth in Section 2.3(b), the Shareholder and each Investor shall be entitled to vote each Voting Security owned by it or over which it has voting control in any manner chosen by the Shareholder or the Investor, as applicable. (d) So long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, with respect to any matter that the Shareholder and each Investor is required to abstain from voting on or is permitted to vote on, the Parent, the Shareholder and each Investor shall cause each Voting Security owned by it or over which it has voting control to abstain from voting or to be voted, as applicable, by completing the proxy forms distributed by the Company together with the notice of the general meeting, and not by any other means. The Shareholder and each Investor shall deliver the completed proxy form to the Company no later than one (1) week prior to the date of such general meeting of the Company. Furthermore, so long as the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, is equal to or more than ten percent (10%) of the then issued and outstanding Company Ordinary Shares, none of the Parent, the Shareholder or any Investor, and none of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall attend any general meeting of the Company or vote in person at any general meeting of the Company and each of them, on its own behalf and on behalf of its respective designees and Representatives, irrevocably waives the right to do so. The Parent, the Shareholder and each Investor hereby agrees to take such further action or execute such other instruments as may be necessary to effectuate the intent of this Section 2.3(d). The Parent, the Shareholder and each Investor acknowledge and agree that the attendance in-person at any general meeting of the Company by the Parent, the Shareholder, any Investor or any of their respective designees or Representatives, except as permitted pursuant to Section 2.1(j), shall be a breach of this Section 2.3(d) and the Company shall be entitled to take any and all actions to give effect to the terms of this AgreementSection 2.3, Stockholder hereby irrevocably including by adjourning, suspending or postponing such meeting and unconditionally covenants seeking and agrees thatobtaining an injunction or injunctions pursuant to Section 7.14 requiring the Parent, during the Voting Period Shareholder and each Investor to act in accordance with this Section 2.3. (as hereinafter definede) In the event the Parent or any Investor challenges the validity or enforceability of this Section 2.3, then the Company may, at its option, elect to implement the Foundation Structure. If the Company so elects to implement the Foundation Structure pursuant to this Section 2.3(e), at then, as promptly as practicable, the Company Stockholders Meeting or at any adjournment or postponement thereofParent and each Investor shall use reasonable best efforts to take, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted)taken, in person or by proxy at the Company Stockholders Meeting (or deliver all actions and to do, or cause to be delivered a written consentdone, if applicable)all things necessary, proper or advisable to implement the Existing Common Shares Foundation Structure, including executing and Exercised Common Shares delivering any and all Foundation Agreements. Each Investor grants to the Company an irrevocable power of attorney with the power of sub-delegation to (if anyi) perform all acts, including acts of disposition (beschikkingshandelingen) on behalf of each Investor, that, in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver reasonable discretion of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment are necessary to do the same; and (iiiii) vote (or cause to be voteddone all things necessary, proper or advisable to, implement the Foundation Structure pursuant to this Section 2.3(e), in person or by proxy including executing and delivering any and all Foundation Agreements. (f) If the Foundation Structure is implemented at any time, the Shareholder and the Company Stockholders Meeting shall cause the Stichting to execute a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company. (or deliver or cause to be delivered a written consent, if applicable)g) For the avoidance of doubt, the Existing Common Shares voting restrictions set forth in this Section 2.3 apply only to the Shareholder and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction Investor, and do not apply to any Transferee (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all Permitted Transferee) of the assets or securities of the Company Shareholder or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementInvestor.

Voting Agreement. Subject to (a) From and after the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)date hereof, at any meeting of the Company Stockholders Meeting Company’s shareholders (or at any adjournment or postponement thereof), or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect however called, the Investor separately agrees to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), ) in person or by proxy at all of the Company Stockholders Meeting Investor Owned Shares: (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyi) in favor of (A) the adoption of the Merger Agreement, (Band shall provide written consent to) the approval of the Merger Agreement and the approval Transaction (and in favor of any proposal to adjourn actions and proposals required, or submitted for approval at any meeting of the meeting to a later date if there are Company shareholders, in furtherance thereof); (ii) against (and shall not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (Cprovide any written consent to) any amendment, alteration, modification, repeal or waiver proposal presented to the Company’s shareholders for approval at any meeting of the Company’s certificate of incorporation, as amendedshareholders, or bylawsany written consent in lieu thereof, as amendedif the action, contemplated transaction or agreement that is the subject of such proposal, following approval by the Company’s shareholders would reasonably be expected, directly or indirectly, to result in a breach by the Company of any covenant, representation, warranty or other obligations of the Company set forth in the Merger Agreement, as well as any agreement or commitment to do the same; and (iii) vote against (and shall not provide any written consent to) the following actions or cause to be voted), in person or by proxy at proposals (other than the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against Transaction): (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, Takeover Proposal; (B) the adoption of any amendment of the Company’s certificate of incorporation Acquisition Agreement or by-laws any other than as contemplated by the Merger Agreementagreement relating to a Takeover Proposal, (C) any nominee for election to the Board other proposal, action or transaction involving than (x) a Person nominated by the Company Board or any of its Subsidiaries, which amendment committee thereof and/or (y) S▇▇▇▇ ▇. ▇▇▇▇▇▇▇; or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividendother action or proposal to be voted upon by the Company’s shareholders at any meeting of the Company’s shareholders, distribution or recapitalization any written consent in lieu thereof, if such action or proposal would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transaction. (b) The Investor agrees to cause the Investor Owned Shares to be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of any vote or consent required pursuant to Section 2.2(a). (d) Parent acknowledges that the Investor has entered into this Agreement solely in the Investor’s capacity as the record or beneficial owner of the Investor Owned Shares (and not in any other capacity, including any capacity as a director or officer of the Company). Nothing herein shall limit or affect any actions taken by the Investor in the Investor’s capacity as a director or officer of the Company, or require the Investor to take any action in the Investor’s capacity as a director or officer of the Company. Without limiting the foregoing, and for the avoidance of doubt, nothing in this Section 2.2(c) shall affect any of the rights or remedies of Parent and Purchaser under the Merger Agreement or relieve the Company from any breach or violation of the Merger Agreement caused by any action or omission of the Investor (in the Investor’s capacity as a director or officer of the Company or change in capital structure of the Company (other than pursuant to the Merger Agreementotherwise), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. (a) At every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Stockholder shall Vote or cause to be Voted the Subject Shares in favor of the authorization and approval of the Merger Agreement, the Merger and each of the other transactions contemplated thereby and any other action reasonably requested by the Buyer in furtherance thereof. Furthermore, the Stockholder shall not enter into any agreement, arrangement or understanding with any Person to Vote or give instructions inconsistent with this Section 1.1(a), and shall not take any other action that would, or would reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (b) In addition to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)foregoing, at any meeting of the Company Stockholders Meeting stockholders or at any adjournment or postponement thereof, thereof or in any other circumstances (including an action by written consent) upon which a vote their Vote, consent or other approval with respect to the Merger Agreement or the Merger is sought, the Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote shall Vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyVoted) in favor of (A) the adoption all of the Merger Agreement, Subject Shares against (Bi) the approval of any Transaction Proposal or the Merger and the approval authorization of any proposal agreement relating to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and any Transaction Proposal or (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (Bii) any amendment of the Company’s certificate Certificate of incorporation Incorporation or by-laws other than as contemplated by the Merger Agreement, (C) Bylaws or any other proposalaction, action agreement, proposal or transaction involving the Company or any of its Subsidiaries, Subsidiaries which amendment or other proposalaction, action agreement, proposal or transaction would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of (x) the Company contained in the Merger Agreement that is reasonably likely to result in any of the conditions to the Buyer’s or the Merger Sub’s obligations under the Merger Agreement not to be fulfilled or (y) of the Stockholder contained in this Agreement or would, or would reasonably be expected to, in any material manner compete with, interfere with, impede, frustrate, prevent, delayburden, postpone, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (D) any extraordinary dividend, distribution . The Stockholder further agrees not to knowingly commit or recapitalization by the Company or change in capital structure of the Company (other than pursuant agree to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to inconsistent with the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth aboveforegoing. For purposes of this Agreement, “Voting PeriodVote” means shall mean voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action or taking other action in favor of or against any action; “Voting” and “Voted” shall have correlative meanings. Any such Vote shall be cast or consent shall be given for purposes of this Section 1 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 in accordance herewith the period commencing on results of such Vote or consent. Notwithstanding anything to the date hereof and ending on contrary herein, (1) in the earlier event that the vote of the Closing and Subject Shares is required in order to effect an amendment to the termination Merger Agreement, the provisions of this Agreement, including this Section 1.1, will not apply with respect to the Stockholder’s vote of the Subject Shares and (2) nothing in this Agreement shall be deemed to require the Stockholder to exercise any options to acquire shares of the Company’s common stock or to make any other change in the form of the Stockholder’s ownership of the Shares.

Voting Agreement. Subject to From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), each Stockholder hereby irrevocably and unconditionally covenants hereby agrees that at any meeting (whether annual or special and agrees thateach postponement, during the Voting Period (as hereinafter defined)recess, at adjournment or continuation thereof) of the Company Stockholders Meeting or at Stockholders, however called, and in connection with any adjournment or postponement thereofwritten consent of the Company Stockholders, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, such Stockholder shall: : (ia) appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (iib) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyi) in favor of (A) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of Section 5.7(e) of the Merger Agreement, (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (iv) against any action, proposal, transaction, agreement or amendment of the Company Charter or Company Bylaws, in each case of this clause (iv), for which the Stockholders have received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or amendment would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) prevent, impede, interfere with, delay, postpone, or adversely affect the approval consummation of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as well a partner, stockholder, trustee or in a similar capacity so long as, and to the extent, such Stockholder exercises voting control over such Shares. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company Stockholders, he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment to do with any person the same; (iii) vote (effect of which would violate, or cause frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be voted)counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, in person or by proxy at each Stockholder hereby appoints ▇▇▇▇▇ ▇▇▇▇, for so long as she serves as Chief Legal Officer of the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidationCompany, or sale or transfer of all or substantially all of the assets or securities any other person acting as Chief Legal Officer of the Company and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action act by written consent (and to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled instruct nominees or record holders to vote on or act by written consent) during the respective matter Support Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable until the Expiration Date, and shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the matters set forth abovein this Section 3. For purposes The power of this Agreementattorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, “Voting Period” means the period commencing on the date hereof and ending on the earlier death or incapacity of the Closing and the termination of this Agreementsuch Stockholder.

Voting Agreement. Subject to During the terms of this AgreementAgreement Period, the Stockholder hereby irrevocably and unconditionally covenants agrees that if the Subject Shares have not been previously accepted for payment pursuant to the Offer, the Stockholder shall, or shall cause the holder of record thereof on any applicable record date, at any meeting (whether annual or special and agrees thatwhether or not an adjourned or postponed meeting) of the holders of Company Common Stock, during the Voting Period however called (as hereinafter definedeach, a “Company Stockholders Meeting”), at or (if applicable) pursuant to any consent of the stockholders of the Company Stockholders Meeting in lieu of a meeting or at any adjournment otherwise, to: (a) be present, in person or postponement thereofrepresented by proxy, or in any other circumstances (including an action by written consent) upon which otherwise cause the Subject Shares to be counted for purposes of determining the presence of a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear quorum at such meeting or otherwise (to the fullest extent that the Subject Shares may be counted as present thereat for the purpose of establishing a quorumquorum purposes under applicable Legal Requirements); and (iib) be present and vote (or cause to be voted), in person or by proxy ) with respect to all of the Subject Shares to the fullest extent that the Subject Shares are entitled to be voted at the Company Stockholders Meeting time of any vote: (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyi) in favor of of: (A) the adoption and approval of the Merger Agreement, ; (B) the approval without limitation of the Merger and preceding clause “(A),” the approval of any proposal to adjourn or postpone the meeting Company Stockholders Meeting to a later date if there are not sufficient affirmative votes to obtain for approval of the Requisite Merger Agreement on the date on which the Company Stockholder Approval, Stockholders Meeting is held; and (C) any amendmentother matter necessary, alterationor reasonably requested by Parent, modification, repeal or waiver for the consummation of the Company’s certificate of incorporationContemplated Transactions, as amended, or bylaws, as amended, contemplated by including the Merger Agreement, as well as any agreement or commitment to do Offer and the sameMerger; and (iiiii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against against: (A) any extraordinary corporate transaction action (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) including any amendment of to the Company’s certificate of incorporation or by-laws other than bylaws, as contemplated by in effect on the Merger Agreementdate hereof), (C) any other proposal, action agreement or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction that would reasonably be expected to in any manner frustrate the purposes of, impede, frustratehinder, interfere with, nullify, prevent, delaydelay or adversely affect, postponein each case in any material respect, or nullify the Merger or consummation of the Merger AgreementContemplated Transactions, including the Offer and the Merger; (DB) any Acquisition Proposal, Acquisition Transaction or any agreement related thereto, and any action that would reasonably be interpreted to be in furtherance of any Acquisition Proposal; (C) any merger, acquisition, sale, transfer of a material portion of the rights or other assets of the Company or any other Acquired Corporation, consolidation, reorganization, recapitalization, extraordinary dividend, distribution dissolution, liquidation or recapitalization winding up of or by the Company Company, or change in capital structure of any other extraordinary transaction involving the Company (other than pursuant the Merger) or any other Acquired Corporation; (D) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of the covenants, representations or warranties or any other obligations or agreements of the Stockholder under this Agreement or of the Company under the Merger Agreement), ; (E) any change in the Board (unless such proposed change in board of directors of the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and Company; (F) any Acquisition Proposal (the matters described material change in the foregoing clauses (A) through (F) being referred to as “Competing Actions”)capitalization of any Acquired Corporation or any Acquired Corporation’s corporate structure; and (ivG) any other action that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other Contemplated Transactions, including this Agreement. During the Agreement Period, Stockholder shall not take enter into any action by written consent to approve agreement or understanding with any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled Person to vote on the respective matter set forth above. For purposes of or give instruction in any manner inconsistent with this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 3.

Voting Agreement. Subject to At every annual or special meeting of the terms stockholders of this Agreementthe Company, Stockholder hereby irrevocably and unconditionally covenants and agrees thathowever called, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at including any adjournment or postponement thereof, or and in connection with any other circumstances (including an action proposed to be taken by written consent) upon which a consent of the stockholders of the Company, each Stockholder hereby irrevocably and unconditionally agrees to, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shallconsent thereon: (ia) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum; and (iib) be present (in person or by proxy) and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voteddelivered) a written consent with respect to, all of such Stockholder’s Subject Shares (i) against any action or Contract that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation of any Stockholder contained in this Agreement, or (B) result in any of the conditions set forth in Article X or Annex I of the Merger Agreement not being satisfied on or before the End Date; (ii) against any change in the membership of the Board of Directors (except as expressly permitted by Parent), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyiii) against any Acquisition Proposal and against any other action, Contract or transaction that is intended, or would reasonably be expected, to frustrate the purpose of, impede, hinder, interfere with, prevent, materially delay or materially postpone or adversely affect the consummation of the transactions contemplated by the Merger Agreement (including the Offer or the Merger) or that is intended, or would reasonably be expected, to facilitate the entry into or consummation of a definitive agreement with respect to an Acquisition Proposal, including (A) any extraordinary corporate transaction transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), such as a merger(B) any sale, consolidationlease, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale license or transfer of all or substantially all of the assets or securities of the Company or any reorganization, recapitalization, liquidation or winding up of its Subsidiariesthe Company, or (BC) any amendment of to the Company’s Company certificate of incorporation or by-laws other than bylaws and (iv) for so long as the Merger Agreement remains in effect, in favor of any matter reasonably necessary to consummate the transactions contemplated by the Merger Agreement, Agreement (C) any other proposal, action or transaction involving including the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected Offer and the Merger). The Stockholder shall provide Parent with at least two Business Days’ written notice prior to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take signing any action proposed to be taken by written consent with respect to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSubject Shares.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and Each Selling Party agrees that, during the Voting Period Restricted Period: (as hereinafter defined), at the Company Stockholders Meeting or a) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, it shall (unless otherwise directed in writing by Parent) cause all outstanding shares of Company Common Stock (and any other Subject Securities having voting rights) that are Owned by such Selling Party as of the record date fixed for such meeting to be voted (i) FOR the approval and adoption of the Merger Agreement and the approval of the Merger, and FOR each of the other actions contemplated by the Merger Agreement, and (ii) AGAINST any action or agreement that would result in a breach in any material respect of any representation, warranty or covenant of the Company in the Merger Agreement, and AGAINST any action or agreement that would impede, interfere with, delay, postpone, attempt to discourage the Merger or otherwise materially adversely affect the Merger, including, without limitation, any action or agreement with respect to an Acquisition Transaction with any Person (other circumstances than Parent or Merger Sub); and (including an action by b) in the event written consent) upon which a vote consents are solicited or other approval otherwise sought from stockholders of the Company with respect to the Merger Agreement approval or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) with respect to the approval of the Merger and the approval of or with respect to any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, other actions contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; it shall (iiiunless otherwise directed in writing by Parent) vote (or cause to be voted)validly executed, in person or with respect to all outstanding shares of Company Common Stock (and any other Subject Securities having voting rights) that are Owned by proxy at such Selling Party as of the Company Stockholders Meeting (or deliver or cause record date fixed for the consent to be delivered the proposed action, a written consent, if applicable), consent or written consents (i) FOR the Existing Common Shares approval and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than adoption of the Merger Agreement and the approval of the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all and FOR each of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as actions contemplated by the Merger Agreement, and (Cii) AGAINST any other proposal, action or transaction involving agreement that would result in a breach in any material respect of any representation, warranty or covenant of the Company or in the Merger Agreement, and AGAINST any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, preventinterfere with, delay, postpone, or nullify attempt to discourage the Merger or otherwise materially adversely affect the Merger AgreementMerger, (D) including, without limitation, any extraordinary dividend, distribution action or recapitalization by the Company or change in capital structure of the Company agreement with respect to an Acquisition Transaction with any Person (other than pursuant to the Parent or Merger AgreementSub), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during (the Voting Period (as hereinafter defined“Support Period”), Director agrees that at any shareholder meeting of Saehan to approve the Company Stockholders Meeting Merger or at any related transaction, or any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) Director shall be present (in person or by proxy) and shall vote (or cause to be voted)) all of his or her voting shares of capital stock of Saehan entitled to vote at such meeting, in person or by proxy at the Company Stockholders Meeting including all voting shares listed on Attachment A (or deliver or cause to be delivered a written consenttogether, if applicable), the Existing Common Shares and Exercised Common Shares “Owned Shares”): (if anya) in favor of approval of (A1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement, Agreement and (B3) the approval of the Merger and the approval of any proposal to adjourn the or postpone such meeting to a later date if there are not sufficient affirmative votes to obtain approve the Requisite Company Stockholder Approval, Merger Agreement; and (Cb) against any amendmentaction or agreement that would impair the ability of Wilshire to complete the Merger, alterationthe ability of Saehan to complete the Merger, modificationor that would otherwise be inconsistent with, repeal prevent, impede or waiver delay the consummation of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement; provided, as well as any agreement that the foregoing applies solely to Director in his or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such her capacity as a merger, consolidation, business combination, tender shareholder and nothing in this Agreement shall prevent Director from discharging his or exchange offer, reorganization, recapitalization, liquidation, her fiduciary duties with respect to his or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote her role on the respective matter set forth aboveboard of directors of Saehan. For purposes of Director covenants and agrees that, except for this Agreement, “Voting Period” means he or she (a) has not entered into, and shall not enter during the period commencing on Support Period any voting agreement or voting trust with respect to the date hereof Owned Shares and ending on (b) has not granted, and shall not grant during the earlier Support Period a proxy, consent or power of attorney with respect to the Closing and Owned Shares except any proxy to carry out the termination intent of this Agreement.

Voting Agreement. Subject to (a) During the terms of this AgreementAgreement Period (as defined below), each Stockholder hereby irrevocably and unconditionally covenants and agrees that, during at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the Voting Period holders of shares of Company Common Stock, however called (as hereinafter definedeach, a “Company Stockholders Meeting”), at and in connection with any written consent of the holders of shares of Company Stockholders Meeting or at any adjournment or postponement thereofCommon Stock, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect such Stockholder shall, unless Parent votes the Subject Shares pursuant to the Merger Agreement or the Merger is soughtproxy granted by Section 1.2, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent) or, if applicable), deliver (or caused to be delivered) a written consent with respect to all of such Stockholder’s Subject Shares, in each case, to the Existing Common fullest extent that such Subject Shares and Exercised Common Shares are entitled to be voted at the time of any vote or action by written consent: (if anyi) in favor of (A) the adoption of the Merger Agreement, the Merger and the approval of all agreements related to the Merger and any actions related thereto; and (B) the approval without limitation of the Merger and preceding clause (A), the approval of any proposal to adjourn or postpone the meeting Company Stockholders Meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver for adoption of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by Merger Agreement on the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at date on which the Company Stockholders Meeting is held; and (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyii) against (A) any extraordinary corporate Competing Proposal or any acquisition agreement related to such Competing Proposal; (B) any election of new directors to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date hereof or who are nominated for election by a majority of the Company Board, or as otherwise provided in the Merger Agreement; (C) 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 such Stockholder under this Agreement or of the Company under the Merger Agreement; (D) each of the following actions (other than the Merger)Transactions): (I) any extraordinary corporate transaction, such as a merger, consolidationconsolidation or other business combination involving the Company or any of its Subsidiaries (II) any sale, business combination, tender lease or exchange offer, reorganization, recapitalization, liquidation, or sale or other transfer of all or substantially all a material amount of the assets or securities of the Company or any of its Subsidiaries, taken as a whole, and (BIII) any amendment reorganization, recapitalization, dissolution, liquidation or winding up of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, ; and (E) any corporate action the consummation of which amendment or other proposal, action or transaction would reasonably be expected to frustrate the purposes, or prevent or delay consummation of the Transactions in any manner impedematerial respect. (b) Subject to the proxy granted under Section 1.2, frustrate, prevent, delay, postponeeach Stockholder shall retain at all times the right to vote or exercise such Stockholder’s right to consent with respect to such Stockholder’s Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 1.1(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally; provided that such vote or consent would not reasonably be expected to frustrate the purposes, or nullify the Merger prevent or the Merger Agreementdelay consummation, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) Transactions in any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementmaterial respect.

Voting Agreement. Subject to the terms of this Agreement, Stockholder (a) The Majority Shareholder hereby irrevocably and unconditionally covenants and agrees that, during to vote all Shares that the Voting Period (as hereinafter defined)Majority Shareholder is entitled to vote, at the Company Stockholders Meeting or time of any vote to approve and adopt the Merger Agreement, the Merger and all agreements related to the Merger and any actions related thereto at any meeting of the shareholders of the Company, and at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon at which a vote or other approval with respect to the such Merger Agreement and other related agreements (or the Merger is soughtany amended version thereof), Stockholder shall: (i) appear at or such meeting or otherwise be counted as present thereat other actions, are submitted for the purpose of establishing a quorum; (ii) be present consideration and vote (or cause to be voted)of the shareholders of the Company, in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the approval and adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement. (b) The Majority Shareholder hereby agrees that it will not vote any Shares that the Majority Shareholder is entitled to vote in favor of the approval of any (i) Company Competing Transaction, as well as any agreement or commitment to do the same; (iiiii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, liquidation or sale or transfer of all or substantially all of the assets or securities winding up of the Company or any of its Subsidiariesother extraordinary transaction involving the Company, (Biii) any amendment corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the Company’s certificate of incorporation or by-laws other than as transactions contemplated by the Merger AgreementAgreement or (iv) other matter relating to, (C) any other proposalor in connection with, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or foregoing matters. (c) Notwithstanding the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposalforegoing paragraphs 1(a) and (Fb) any Acquisition Proposal (the matters described above, in the foregoing clauses event the Company is entitled to exercise its rights to terminate the Merger Agreement under Section 9.1 thereof, nothing contained herein shall prevent the Majority Shareholder from taking such action, in its capacity as an officer, director or shareholder of the Company, as may be necessary to properly assert such rights. (Ad) through With respect to any Shares held of record on behalf or for the benefit of the Majority Shareholder or its immediate family by a custodian or trustee (Fincluding shares held in an I▇▇ account or self-employed profit sharing account), the Majority Shareholder agrees to take such action as may be necessary to cause the custodian or trustee to vote such Shares in accordance with the provisions of paragraphs 1(a) being referred to as “Competing Actions”); and (ivb) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees thatagrees, during the Voting Period (as hereinafter defined)time this Agreement is in effect, at any meeting of the stockholders of the Company Stockholders Meeting relating to the Purchase, to: (a) appear, or cause the holder of record on the applicable record date (the "Record Holder") to appear, at any adjournment annual or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to special meeting of stockholders of the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat Company for the purpose of establishing obtaining a quorum; (iib) be present and vote (vote, or cause the Record Holder to be voted)vote, in person or by proxy at proxy, all of the shares of the Company Stockholders Meeting Common Stock owned or with respect to which the Stockholder has or shares voting power and shares of the Company Common Stock which shall, or with respect to which voting power shall, hereafter be acquired by the Stockholder (or deliver or cause to be delivered a written consent, if applicable)collectively, the Existing Common Shares and Exercised Common Shares (if any"Shares") in favor of (Ai) the adoption issuance of shares of common stock, par value $.01 per share, of the Merger Company pursuant to the purchase agreement (and related letter agreement with the Zurich Centre Investments Ltd. ("ZCI")) with Insurance Partners, L.P. ("IP"), Insurance Partners Offshore (Bermuda), L.P. ("IPB"), and Capital Z Partners, Ltd. ("Capital Z") (collectively, the "1998 Stock Purchase Agreement"), dated the date hereof, (Bii) the approval transactions contemplated by (x) the 1998 Stock Purchase Agreement and (y) the Debt Offering (as defined in the 1998 Stock Purchase Agreement) (together, the "Financing Agreements") for the financing of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; Purchase Agreement and (iii) vote any amendment to the certificate of incorporation of the Company necessary to complete the transactions contemplated by the 1998 Stock Purchase Agreement; and (c) vote, or cause the Record Holder to be voted)vote, in person or by proxy at the Company Stockholders Meeting such Shares against: (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (Ai) any extraordinary corporate transaction (other than the MergerPurchase), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalizationrecapitalization or liquidation involving the Company or any of its subsidiaries, liquidation, or and (ii) any sale or transfer of all or substantially all a material amount of the assets or securities of the Company or any of its Subsidiaries, subsidiaries if the transactions described in clauses (Bi) any amendment or (ii) would adversely effect the Company's ability to complete the Purchase. The Stockholder acknowledges receipt and review of a copy of the Company’s certificate Purchase Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto understand and agree that (i) the Shares are subject to Section 4.2 of incorporation or by-laws other than as contemplated by the Merger Stock Purchase Agreement, dated as of September 17, 1996, as amended and restated as of February 17, 1997 (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger "1996 Stock Purchase Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement"), (E) any change in among the Board (unless such proposed change in the Board was proposed by the Board Company, IP and is not in connection with or in support of any actual or potential Acquisition Proposal) IPB and (Fii) any Acquisition Proposal (the matters described in Stockholder shall have no obligation under Section 1.1 of this Agreement so long as the foregoing clauses (A) through (F) being Proxy referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; below is in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementeffect.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consenta) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means During the period commencing on the date hereof and ending on the earliest of (x) the Effective Time and (y) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof (the earlier of (x) and (y), the Closing “Expiration Time”), each Company Securityholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, such Company Securityholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Securityholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (i) to approve and adopt the Merger Agreement and the termination transactions contemplated thereby, including the Merger (the “Company Transaction Proposals”), including without limitation any other consent, waiver or approval required under the Company’s organizational documents or under any agreements between the Company and its stockholders, or otherwise sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby or the Company Transaction Proposals; (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby); (iii) against any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of the Company (other than in connection with the Company Transaction Proposals and the transactions contemplated thereby); and (iv) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company Securityholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the Company. (b) During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, the obligations of each Company Securityholder specified in this Section 1.2 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has previously recommended the Merger but changed such recommendation. (c) In furtherance of the foregoing, each Company Securityholder hereby irrevocably appoints as its proxy and attorney-in-fact, ▇▇▇▇▇ ▇▇▇▇, in her capacity as an officer of Parent, and any individual who shall hereafter succeed to such position of Parent, and any other Person designated in writing by Parent (collectively, the “Grantees”), with full power of substitution, to vote or execute written consents with respect to the Subject Shares in accordance with this Section 1.2 and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meetings of the stockholders of the Company at which any of the matters described in Section 1.2(a) was to be considered. This proxy is coupled with an interest and shall be irrevocable, and the Company Securityholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Company Securityholder with respect to the Subject Shares. Parent may terminate this proxy with respect to any Company Securityholder at any time at its sole election by written notice provided to such Company Securityholder.

Voting Agreement. Subject From the date hereof until the date following the earliest to occur of (a) the disapproval of the Merger Agreement by the Company's stockholders, (b) the termination of the Merger Agreement in accordance with its terms or (c) the consummation of this Agreementthe Merger, Stockholder the Sellers hereby irrevocably and unconditionally covenants and agrees thatagree as follows: (a) to appear, during or cause the Voting Period holder of record (as hereinafter defined)the "Record Holder") of any of the Aggregate Shares then Beneficially Owned by the Sellers (the "Remaining Shares") on any applicable record date to appear, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company Stockholders Meeting or and at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon at which a vote or other approval with respect matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered; (b) at any meeting of the Merger is soughtstockholders of the Company, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for however called, and in any action by consent of the purpose stockholders of establishing a quorum; (ii) be present and vote (the Company, to vote, or cause to be voted), in person or voted by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable)Record Holder, the Existing Common Shares and Exercised Common Shares Remaining Shares: (if anyA) in favor of (A) the adoption of the Merger Agreement, ; and (B) against any proposal for any extraordinary corporate transaction, such as a recapitalization, dissolution, liquidation or sale of assets of the approval Company, or any merger, consolidation or other business combination (other than the Merger) between the Company and any Person or any other action or agreement that is intended or which reasonably could be expected to (x) result in a breach of any representation or warranty, covenant or any other obligation or agreement of the Company under the Merger Agreement, (y) result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or (z) impede, interfere with, delay, postpone or materially adversely affect the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement; (c) not to sell, as well as assign or otherwise transfer the Remaining Shares, directly or indirectly, to any Person unless such Person has previously agreed in writing, in a form reasonably satisfactory to the Buyers, to be bound with respect to such Shares by the provisions of this Section 5.3; and (d) not to enter into any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection inconsistent with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 5.3.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereofmeeting of the shareholders of the Company, however called, in any action by written consent of the shareholders of the Company, or in any other circumstances (including an action by written consent) upon which a vote the Stockholder’s vote, consent or other approval with respect to the Merger Agreement or the Merger is sought, the Stockholder shall: shall vote the Shares owned beneficially or of record by the Stockholder as follows: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anya) in favor of (A) the adoption of the Merger Plan of Amalgamation and the Amalgamation Agreement, (B) the and approval of the Merger terms thereof and of the Amalgamation, and the approval of other transactions contemplated thereby; (b) against any proposal action or agreement that has or would be reasonably likely to adjourn the meeting result in any conditions to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate obligations under Article VIII of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as Plan of Amalgamation not being fulfilled; (c) against any agreement or commitment Company Acquisition Proposal; (d) against any amendments to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, Organizational Documents if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to prevent or delay the consummation of the Closing; and (e) against any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, or postpone the Amalgamation or the transactions contemplated by the Plan of Amalgamation and the Amalgamation Agreement or change in any manner impedethe voting rights of any class of stock of the Company. Notwithstanding the foregoing: (I) in the event that if at any time prior to the receipt of the Required Company Vote, frustratethe Company’s Board of Directors shall have failed to recommend or shall have withdrawn or modified or changed in a manner adverse to Parent its approval or recommendation of the Plan of Amalgamation, prevent, delay, postpone, or nullify the Merger Amalgamation Agreement or the Merger Amalgamation, other than in response to a Company Acquisition Proposal, the Stockholder shall vote (i) that number of Shares of Company Common Stock and that number of Shares of Company Preferred Stock owned beneficially or of record by the Stockholder in favor of adoption of the Plan of Amalgamation and the Amalgamation Agreement, (D) any extraordinary dividendand approval of the terms thereof and of the Amalgamation, distribution and the other transactions contemplated thereby, at least equal to the number of Shares of Company Common Stock and Company Preferred Stock, as the case may be, owned beneficially or recapitalization of record by the Stockholder, multiplied in each case by the percentage of the outstanding shares of Company or change in capital structure Common Stock owned by holders of the Company Common Stock (other than pursuant the Stockholder) that voted in favor of adoption of the Plan of Amalgamation and the Amalgamation Agreement, and approval of the terms thereof and of the Amalgamation, and the other transactions contemplated thereby, and (ii) all other Shares owned beneficially or of record by the Stockholder, in its sole discretion; and (II) in the event that there is any amendment to the Merger Agreement)Plan of Amalgamation which (i) reduces the Exchange Ratio, (Eii) alters or changes the kind of securities that constitute the Amalgamation Consideration, or (iii) adversely affects the holders of the Company Common Shares or the shares of Convertible Preferred Stock, the Stockholder shall have no obligation to vote any change of its Shares in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection accordance with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case this Section 4.1 with respect to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes Plan of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementAmalgamation as so amended.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees that, that during the Voting Period (as hereinafter defineddefined below), at any meeting of the stockholders of the Company Stockholders Meeting (whether annual or special), however called, or at any adjournment or postponement thereof, thereof or in any other circumstances (including an action by written consent) upon which a vote or other approval is sought with respect to any of the Merger Agreement or matters referred to in clause (ii) below, the Merger is sought, Stockholder shall: shall (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiiii) vote (or cause to be voted), ) in person or by proxy at the Company Stockholders Meeting (or deliver or cause Covered Shares as to be delivered a written consent, if applicable), which the Existing Common Shares and Exercised Common Shares (if any) against Stockholder controls the right to vote (A) in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (B) in favor of the approval of any other matter to be approved by the stockholders of the Company in connection with the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, (C) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or and any of its Subsidiariessubsidiaries (other than pursuant to the Merger) or any other Alternative Transaction, (BD) against any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated permitted by the Merger Agreement, (CE) in a manner that is not inconsistent with the publicly stated position or recommendation of Parent (but only to the extent Parent publicly states a position or recommendation) with respect to any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, prevent or nullify the Merger or Agreement, the Company Stockholder Approval, the Merger Agreementor any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock, and (DF) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as permitted by the Merger Agreement). With respect to the Additional Covered Shares, the Stockholder agrees to take commercially reasonable efforts, consistent with his duties and responsibilities as an investment advisor and otherwise consistent with applicable Law, to recommend to the trustee that the trustee take the actions specified in clauses (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposali) and (Fii) any Acquisition Proposal (of the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth abovepreceding sentence. For the purposes of this Agreement, “Voting Period” means shall mean the period commencing on the date hereof and ending on the earlier of the Closing and the immediately prior to any termination of this AgreementAgreement in accordance with its terms pursuant to Section 5.1 hereof. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting Agreement. Subject to (a) From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), each Stockholder hereby irrevocably and unconditionally covenants hereby agrees that at any meeting (whether annual or special and agrees thateach postponement, during recess, adjournment or continuation thereof) of the Voting Period holders of the Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock (as hereinafter definedcollectively, the “Liberty Stockholders”) (including the Liberty Stockholders Meeting), at however called, and in connection with any written consent of the Company Stockholders Meeting or at any adjournment or postponement thereofLiberty Stockholders, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, such Stockholder shall: : (i) appear at such meeting or otherwise cause all of the Subject Shares and all other voting securities of the Liberty SiriusXM tracking stock group over which he, she or it has acquired Beneficial Ownership or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any Subject Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Subject Shares or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Subject Shares, collectively, the “Shares”) as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (ii) be present and subject to Section 3(c), vote (or cause to be votedvoted (including by proxy or written consent, if applicable) all of the Shares (i) in favor of the Split-Off and the approval of the other transactions contemplated thereby, (ii) in favor of any proposal to adjourn or postpone such meeting of the Liberty Stockholders to a later date if such adjournment or postponement is proposed in compliance with Section 6.1(b) of the Merger Agreement, (iii) against any action or proposal in favor of any SplitCo Takeover Proposal, without regard to the terms of such SplitCo Takeover Proposal, and (iv) against any action, proposal, transaction, agreement or amendment of any Liberty Charter Document, in each case of this clause (iv) which would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liberty or SplitCo contained in the Merger Agreement, or of any Stockholder contained in this Agreement for which such Stockholder has received prior notice from Liberty, SiriusXM or the Special Committee that it reasonably expects that such action or proposal would result in a breach, (B) result in any of the conditions to the consummation of the Transactions under the Merger Agreement or the Reorganization Agreement not being fulfilled or (C) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of any of the Transactions. (b) For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as a partner, stockholder, trustee or in a similar capacity. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. (c) Notwithstanding anything to the contrary herein, if at any time during the Support Period the board of directors of Liberty makes a Liberty Adverse Recommendation Change pursuant to Section 6.4(c) of the Merger Agreement (the “Change of Recommendation Event”), then the obligations, covenants and restrictions of the Stockholders set forth in this Section 3 shall be limited to the number of shares of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock held by the Stockholders equal in aggregate to 33.37% of the total voting power of the Covered Liberty SiriusXM Voting Stock (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholders shall be expressly permitted to deliver a written consent executed on behalf of, or vote at any meeting of stockholders, their respective Shares that are not Covered Shares in their sole discretion with respect to the Transactions or any other matters described in Section 3(a)(ii) above (including, without limitation, with respect to the approval of the Split-Off and the transactions contemplated thereby, including the Reorganization Agreement, and with respect to any adjournment of any applicable stockholder meeting); provided, further, that in the event of a Change of Recommendation Event, the Stockholders shall have the right to determine which of the Shares held by the Stockholders will be included in the Covered Shares (it being understood that this proviso is not intended to change the total number or percentage of Covered Shares as determined pursuant to this Section 3(c)). For purposes of this Agreement, the “Covered Liberty SiriusXM Voting Stock” shall mean the issued and outstanding shares of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock entitled to vote on the proposal to approve the Split-Off and the transactions contemplated thereby, including the Reorganization Agreement, and present in person or by proxy at the Company Stockholders Meeting (or deliver or cause applicable stockholder meeting or, with respect to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to consent, the extent such Existing total number of shares of Series A Liberty SiriusXM Common Shares Stock and Exercised Series B Liberty SiriusXM Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier Stock outstanding as of the Closing and the termination of this Agreementrecord date established by Liberty with respect to such action by written consent, as applicable.

Voting Agreement. Subject to Until the terms termination of this Agreement, Agreement in accordance with Section 5.04: (a) Each Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or that at any adjournment meeting (whether annual or postponement thereofspecial and whether or not adjourned or postponed) of the holders of Shares, however called, or in connection with any other circumstances (including an action by written consent) upon which a vote or other approval with respect to consent of the Merger Agreement or the Merger is soughtholders of Shares, such Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and shall vote (or cause to be voted) or deliver a consent (or cause a consent to be delivered) with respect to (x) such Stockholder’s Existing Shares and (y) all Shares of which such Stockholder acquires beneficial ownership during the term of this Agreement (such Shares referred to in the foregoing clauses (x) and (y) (but only to the extent that such Stockholder has the unilateral right (or shared right, as contemplated by Section 2.04 and disclosed on Schedule 1.01) to vote such Shares), in person or by proxy such Stockholder’s “Covered Shares”) to the fullest extent that such Covered Shares are entitled to be voted at the Company Stockholders Meeting (time of any vote or deliver or cause to be delivered a action by written consent, if applicable), the Existing Common Shares and Exercised Common Shares : (if anyi) in favor of (A) the approval and adoption of the Merger Agreement, ; (Bii) the approval without limitation of the Merger and the approval preceding clause (i), in favor of any proposal to adjourn or postpone any meeting of the meeting stockholders of the Company at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient affirmative votes to obtain for approval of such matters on the Requisite date on which the meeting is held; and (iii) against any (A) Company Stockholder ApprovalAcquisition Proposal, and (B) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company or (C) any amendment, alteration, modification, repeal or waiver corporate action requiring the approval of the Company’s certificate stockholders the consummation of incorporation, as amendedwhich would frustrate the purposes, or bylawsprevent or delay the consummation, as amended, of the transactions contemplated by the Merger Agreement. (b) Each Stockholder agrees to take all steps reasonably necessary such that all of its or his Covered Shares are counted as present for purposes of any quorum requirement at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof). (c) Notwithstanding Section 1.01(a), as well as any agreement in the event of an Adverse Company Recommendation Change in response to an Intervening Event, the obligation of each Stockholder to vote its or commitment to do his Covered Shares in the same; manner set forth in Section 1.01(a) shall be modified such that: (iiii) such Stockholder shall vote (or cause to be voted), in person ) or by proxy at the Company Stockholders Meeting deliver a consent (or deliver cause a consent to be delivered) with respect to a number of its or his Covered Shares (excluding Covered Shares subject to options, warrants, rights or convertible securities) equal to the number of Shares set forth opposite such Stockholder’s name under the heading “Locked-Up Covered Shares” on Schedule 1.01 in the manner set forth in Section 1.01(a); and (ii) such Stockholder shall vote (or cause to be delivered voted) or deliver a written consent, if applicable), the Existing Common Shares and Exercised Common Shares consent (if anyor cause a consent to be delivered) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially with respect to all of its or his remaining Covered Shares in a manner deemed appropriate by such Stockholder in its or his sole discretion. Except as set forth in this Section 1.01(c) and subject to Section 5.07, for so long as this Agreement is in effect the assets obligations of each Stockholder contained in this Article 1 shall not be affected by any Adverse Company Recommendation Change. (d) Notwithstanding the foregoing, Stockholder shall remain free to vote (or securities execute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 1.01 in any manner such Stockholder deems appropriate, provided that such vote (or execution of the Company consents or any of its Subsidiaries, (Bproxies with respect thereto) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would not reasonably be expected to in any manner impede, frustrate, prevent, delay, postponeadversely affect, or nullify prevent or delay the Merger or consummation of, the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth aboveMerger. For purposes of this Agreement, “Voting Periodbeneficial ownership” of any security by any Person means “beneficial ownership” of such security as determined pursuant to Rule 13d-3 under the 1934 Act, including all securities as to which such Person has the right to acquire, without regard to the 60-day period commencing on the date hereof set forth in such rule. The terms “beneficially owned” and ending on the earlier of the Closing and the termination of this Agreement“beneficial owner” shall have correlative meanings.

Voting Agreement. (a) Beginning on the date hereof until the Expiration Date, each Stockholder hereby agrees to vote or exercise its right to consent with respect to all Subject Shares that such Stockholder is entitled to vote at the time of any vote or action by written consent to adopt the Merger Agreement and all agreements related to the terms Merger and any actions related thereto at any meeting of this Agreementthe stockholders of the Company, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other actions, are submitted for the consideration and vote of the stockholders of the Company. Beginning on the date hereof until the Expiration Date, each Stockholder hereby agrees that it will not vote any Subject Shares in favor of, or consent to, and will vote its Subject Shares against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other circumstances extraordinary transaction involving the Company, (including an iii) corporate action the consummation of which would reasonably be expected to interfere with, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (iv) any action or Contract that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement. Any such Stockholder shall provide the Company and Parent with at least three Business Days’ written notice prior to signing any action proposed to be taken by written consent) upon which a vote or other approval consent with respect to any Subject Shares. (b) Notwithstanding anything in this Agreement to the Merger Agreement or the Merger is soughtcontrary, Stockholder shall: (i) appear at such meeting or otherwise each Stockholder shall not be counted as present thereat for the purpose of establishing a quorum; (ii) be present and required to vote (or cause to be voted) any of its Subject Shares to amend the Merger Agreement (including any schedule or exhibit thereto), or take any action that would reasonably be expected to result in person the amendment or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consentmodification, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of that: (A) (1) delays or imposes any additional restrictions or conditions on the payment of the Merger Consideration, or (2) imposes any additional conditions on the consummation of the Merger; (B) alters or changes the amount or kind of consideration to be paid to the holders of Shares in connection with the Merger (including Terminating Company Restricted Stock Consideration); (C) impedes or delays the consummation of the Merger or (D) from and after the adoption of the Merger AgreementAgreement by the holders of Shares, (B) the requires further approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate stockholders under the DGCL (as defined below) (each of incorporationthe foregoing, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment an “Adverse Amendment”) and (ii) each Stockholder shall remain free to do the same; (iii) vote (or cause execute proxies with respect to) its Subject Shares with respect to be voted), in person or any matter not covered by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anySection 1.01(a) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementStockholder deems appropriate.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consenta) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means During the period commencing beginning on the date hereof and ending 180 calendar days after the settlement of the Offer, the Shareholder shall cause all of the Voting Securities owned by it or any of its Controlled Affiliates or over which it or any of its Controlled Affiliates has voting control to be voted (i) in favor of all those persons nominated and recommended to serve as directors of Mylan by the Board of Directors or any applicable committee thereof and (ii) with respect to any other action, proposal or matter to be voted on by the shareholders of Mylan (including through action by written consent), in accordance with the recommendation of the Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, during the period beginning on the earlier date hereof and ending 180 calendar days after the settlement of the Closing Offer, the Shareholder and its Controlled Affiliates shall be free to vote at their discretion in connection with any proposal submitted for a vote of the termination shareholders of Mylan in respect of (A) the issuance of Equity Securities in connection with any merger, consolidation or business combination of Mylan, (B) any merger, consolidation or business combination of Mylan or (C) the sale of all or substantially all the assets of Mylan, except where such proposal has not been approved or recommended by the Board of Directors, in which event the preceding sentence shall apply. (b) During the period following the 180th calendar day after the settlement of the Offer, the Shareholder shall cause all of the Voting Securities owned by it or any of its Controlled Affiliates or over which it or any of its Controlled Affiliates has voting control to be (i) not voted against any persons nominated and recommended to serve as directors of Mylan by the Board of Directors or any applicable committee thereof and (ii) with respect to any other action, proposal or matter to be voted on by the shareholders of Mylan (including through action by written consent), not voted against the recommendation of the Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, during the period following the 180th calendar day after the settlement of the Offer, the Shareholder and its Controlled Affiliates shall be free to vote at their discretion in connection with any proposal submitted for a vote of the shareholders of Mylan in respect of (A) the issuance of Equity Securities in connection with any merger, consolidation or business combination of Mylan, (B) any merger, consolidation or business combination of Mylan or (C) the sale of all or substantially all the assets of Mylan, except where such proposal has not been approved or recommended by the Board of Directors, in which event the preceding sentence shall apply. (c) With respect to any matter that the Shareholder is required to vote on in accordance with Section 3.1(a), the Shareholder shall cause each Voting Security owned by it or over which it has voting control to be voted by completing the proxy forms distributed by Mylan and not by any other means. The Shareholder shall deliver the completed proxy form to Mylan no later than five (5) Business Days prior to the date of such general meeting of Mylan. Upon the written request of Mylan, the Shareholder hereby agrees to take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this AgreementSection 3.1(c).

Voting Agreement. Subject to At any meeting of the terms stockholders of this Agreementthe Company, Stockholder hereby irrevocably and unconditionally covenants and agrees thathowever called, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval with respect to of the Merger Agreement or stockholders of the Merger Company is sought, Stockholder shall: , and shall cause any other holder of record to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting execute and deliver a written consent (or deliver or cause a written consent to be delivered a written consentexecuted and delivered) covering, if applicable), the Existing Common all Covered Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (in favor of the approval of the Purchase Agreement and the Notes, including the execution and delivery by the Company of the Purchase Agreement and the Notes, the approval of the terms thereof and each of the other than the Merger)actions, such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidationagreements, or sale or transfer of all or substantially all of transactions contemplated by the assets or securities of Purchase Agreement, the Company or any of its SubsidiariesNotes and this Agreement, (B) in favor of approving any amendment of to the Company’s articles of incorporation as contemplated by the Purchase Agreement (the “Articles Amendment”) and in favor of any amendment to any certificate of incorporation designation of preferences of any series of preferred stock of the Company (the “Existing Preferred Stock”), to the extent that the Stockholder or by-laws its Affiliates have beneficial ownership of any shares of any such series of Existing Preferred Stock (the “Certificates Amendments”), (C) in favor of any approvals necessary or required under the rules and regulations of Nasdaq in connection with the transactions contemplated by the Purchase Agreement and the Notes and the issuance of any Securities, including approval of the sale and issuance by the Company of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares under Nasdaq Listing Rule 5635 (the “Regulatory Approvals”), (D) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Purchase Agreement or the Notes, the Articles Amendment, the Certificates Amendments or the Regulatory Approvals, (E) against any Alternative Transaction (as defined in the Purchase Agreement), (F) against any change in the business, management or Board of Directors of the Company (other than (x) in connection with the transactions described in clauses (A)-(C) or (y) as approved by a majority of the Board of Directors) and (G) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Purchase Agreement, the Notes, the approval of the Articles Amendment or the Certificates of Amendment, or the Regulatory Approvals, (2) result in a breach in any respect of any covenant or any other obligation or agreement of the Company under the Purchase Agreement or the Notes, or (3) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company (other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Purchase Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is . Stockholder shall not in connection with commit or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred agree to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to inconsistent with the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementforegoing.

Voting Agreement. Subject to Shareholder hereby agrees during the terms term of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Shareholders Meeting or and at any adjournment other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, or and in connection with any other circumstances (including an action by written consent) upon which a vote or other approval with respect consent of the shareholders of the Company, it shall, in each case to the Merger Agreement extent that the Covered Shares are entitled to vote thereon or the Merger is sought, Stockholder shall: consent thereto: (ia) appear (in person or by proxy) at each such meeting or otherwise cause all of the Covered Shares to be counted as present thereat for purposes of calculating a quorum and for purposes of recording in accordance with this Agreement the purpose results of establishing a quorumsuch Shareholder’s vote or consent; and (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiib) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (proxy, or deliver (or cause to be delivered delivered) a written consentconsent covering, if applicable), the Existing Common Shares and Exercised Common all of its Covered Shares (if anyi) against in favor of any proposal to adopt the Merger Agreement and the Statutory Merger Agreement and approve the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal or action that (A) any extraordinary corporate transaction (other than is required pursuant to applicable law for the Transactions, including the Merger), to become effective and (B) requires consent from the Company’s shareholders to be validly approved, (iii) in favor of any “say on pay” vote regarding executive compensation, (iv) against any action or agreement that would reasonably be likely to result in a material breach of any covenant or agreement of the Company contained in the Merger Agreement or the Statutory Merger Agreement, or of such as Shareholder contained in this Agreement if Parent has advised Shareholder at least five business prior to the date of such vote that Parent has determined in good faith that such action or agreement would reasonably be likely to result in a mergermaterial breach of any covenant or agreement of the Company contained in the Merger Agreement or the Statutory Merger Agreement, consolidation(v) against any Competing Proposal, business combination, tender or exchange offer, (vi) against any reorganization, recapitalization, liquidation, liquidation or sale or transfer of all or substantially all of the assets or securities winding-up of the Company and (vii) against any action or any agreement the consummation of its Subsidiarieswhich would frustrate the purposes, (B) any amendment or prevent or materially delay the consummation, of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementTransactions.

Voting Agreement. Subject Upon the terms and subject to the terms conditions of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during prior to the Voting Period (as hereinafter defined)valid termination of this Agreement in accordance with Section 7, at any meeting of the Company Stockholders Meeting shareholders of Clywedog, however called, or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval with respect of the shareholders of Clywedog is sought (including the Clywedog Stockholder Written Consents), subject to Section 2(b), Shareholder shall, or shall cause the Merger Agreement or the Merger is soughtholder of record of any Covered Shares to, Stockholder shall: (i) appear (in person or by proxy) at each such meeting Clywedog Meeting or otherwise cause all Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum and (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy ) all Covered Shares at the Company Stockholders Meeting such meeting (or deliver or cause to be delivered a written consent, if applicable)consent in lieu thereof): (1) in favor of (i) adopting and approving the Merger Agreement, the Existing Common Shares Merger and Exercised Common Shares the Contemplated Transactions and (if anyii) providing any other consents or waivers required by the Clywedog Organization Documents to adopt the Merger Agreement, the Merger and the Contemplated Transactions; (2) in favor of any matter necessary to implement the Contemplated Transactions; (3) against any Acquisition Proposal with respect to Clywedog or any other proposal made in opposition to the Merger Agreement and the Contemplated Transactions; (A4) against any extraordinary corporate transaction (other than the Merger), such as a merger, amalgamation, consolidation, combination, share exchange, business combination, tender or exchange offersale of material assets, reorganization, recapitalization, dissolution, liquidation, winding up of or sale or transfer of all or substantially all of the assets or securities of the Company by, or any of its Subsidiaries, other extraordinary corporate transaction involving Clywedog (B) any amendment of the Company’s certificate of incorporation or by-laws other than except as expressly contemplated by the Merger Agreement, ); and (C5) against any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify prevent the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure consummation of the Company Contemplated Transactions. Additionally, Shareholder shall not revoke (other than pursuant or seek to cause the Merger Agreement), (Erevocation of) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support terms of any actual or potential Acquisition Proposalforms of proxy submitted in accordance with clauses (1) through (4) of Section 2(a) and (F) shall not otherwise propose, commit, agree to or take any Acquisition Proposal (the matters described in action inconsistent with any of the foregoing clauses (A1) through (F4) being referred to as “Competing Actions”of Section 2(a); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject (a) In every vote of the Company’s stockholders taken from time to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, time during the Voting Period (as hereinafter defined), at Term with respect to any Significant Matter publicly opposed by the Board of Directors of the Company Stockholders Meeting (the “Board”) or as to which the Board shall have recommended a vote against, whether at any meeting of the stockholders of the Company, at any adjournment or postponement thereof, or in any other circumstances (including pursuant to an action or approval by written consent) upon which a , the Stockholder Parties shall not vote or other approval cause to be voted the Voting Shares in favor of such Significant Matter. (b) In every vote of the Company’s stockholders taken from time to time during the Term with respect to the Merger Agreement election of one or more directors not recommended or nominated by the Board or the Merger is soughtapproval of the exercise of voting rights with respect to Company Common Stock acquired pursuant to a Significant Matter that shall not have been recommended by the Board for approval, whether at any meeting of the stockholders of the Company, at any adjournment or postponement thereof, or pursuant to an action or approval by written consent, the Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and Parties shall not vote (or cause to be voted), in person or by proxy at voted the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Voting Shares and Exercised Common Shares (if any) in favor of any such director or the exercise of such voting rights. (Ac) The Stockholder Parties shall not, during the adoption of the Merger AgreementTerm, (Bi) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as enter into any agreement or commitment understanding with, or give any proxy to, any Person to do vote or have voted or give instructions inconsistent with Section 2(a), (ii) deposit any of the same; Voting Shares into a voting trust or enter into a voting agreement or similar contract with respect to any of the Voting Shares, unless the voting of the Voting Shares pursuant thereto shall be in accordance with Section 2(a), or (iii) vote agree with any Person to take any of such actions. (or cause to be voted)d) During the Term hereof, in person or by proxy at the Stockholder Parties shall promptly notify the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), upon the Existing Common acquisition of beneficial ownership of any additional Voting Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or by any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementthem.

Voting Agreement. Subject to From the terms date hereof until the earlier of (a) the final adjournment of the Company Stockholder Meeting or (b) the termination of this AgreementAgreement in accordance with its terms (the “Support Period”), the Stockholder hereby irrevocably and unconditionally covenants and agrees thathereby agrees, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or that at any adjournment meeting (whether annual or postponement thereofspecial and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any other circumstances (including an action by written consent) upon which a vote or other approval with respect to consent of the Merger Agreement or Company’s stockholders, the Merger is sought, Stockholder shall: shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote and the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Stockholder owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of any proposal to adjourn the or postpone such meeting of Purchaser’s stockholders to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by approve the Merger Agreement, (C) in favor of any other advisory, non-binding compensation proposal set forth in the Joint Proxy Statement-Prospectus and submitted to the stockholders of the Company in connection with the Merger, (D) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (E) against any action, proposal, action transaction or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected likely to (1) result in a breach of any manner covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, frustrate, preventinterfere with, delay, postpone, discourage or nullify frustrate the Merger purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, (D) including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and, to the extent the Stockholder serves as a member of the board of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any extraordinary dividend, distribution actions or recapitalization omissions taken by the Company Stockholder solely in the Stockholder’s capacity as such a director or change officer and not in capital structure violation of the Company (other than pursuant to the Merger Agreement). The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (Ex) has not entered into, and shall not enter into during the Support Period, any change in voting agreement or voting trust with respect to the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) Shares and (Fy) any Acquisition Proposal (has not granted, and shall not grant during the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written Support Period, a proxy, consent to approve any Competing Action; in each case or power of attorney with respect to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled except any proxy to vote on carry out the respective matter set forth above. For purposes intent of this Agreement, “Voting Period” means . The Stockholder agrees not to enter into any agreement or commitment with any person the period commencing on effect of which would be inconsistent with or otherwise violate the date hereof provisions and ending on the earlier of the Closing and the termination of this Agreementagreements set forth herein.

Voting Agreement. Subject to the terms of this Agreement, (a) Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)Agreement Period, at any annual or special meeting of the Company Stockholders Meeting or at Stockholders, however called, including any adjournment or postponement thereof, or and in connection with any other circumstances (including an action proposed to be taken by written consent) upon which a vote or other approval with respect consent of the Company Stockholders, Stockholder will, in each case to the Merger Agreement or the Merger is soughtfullest extent that such Stockholder’s Subject Shares are entitled to vote thereon, Stockholder shallvote against and not consent to: (i) appear at such meeting any action (including any amendment to the Company Charter or otherwise Company Bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be counted as present thereat for expected to frustrate the purpose purposes of, impede, hinder, interfere with, nullify, prevent, delay, discourage or adversely affect, in each case in any material respect, this Agreement or the consummation of establishing a quorumthe Contemplated Transactions; (ii) be present any Company Acquisition Proposal or any agreement related thereto, and vote (or cause to be voted), any action in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval furtherance of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the sameAcquisition Proposal; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidationacquisition, business combinationsale, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all a material portion of the rights or other assets or securities of the Company or any of its Subsidiaries, (B) any amendment consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or any other proposal, action or extraordinary transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of involving the Company (other than pursuant the Merger) or any of its Subsidiaries; (iv) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of Stockholder under this Agreement or the Company or any of its Subsidiaries under the Merger Agreement), ; (Ev) any change in the Board Company Board; or (unless such proposed vi) any material change in the Board was proposed by capitalization of the Board Company’s or any of its Subsidiaries’ corporate structure (collectively, the “Supported Matters”). Until the Subject Shares are accepted for purchase in the Offer, Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and is without any other limitation, solely on any matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (b) During the Agreement Period, Stockholder: (i) shall ensure that, during the Agreement Period, any other Person having voting power with respect to any Subject Shares will not vote any such shares in connection with favor of or in support consent to, and will vote against, the approval of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (Ai) through (Fvi) being referred to as “Competing Actions”of Section 3(a); and (ivii) shall not take enter into any action by written consent to approve agreement or understanding with any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled Person to vote on the respective matter set forth above. For purposes of or give instruction in any manner inconsistent with this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementSection 3.

Voting Agreement. Subject to the terms of this Agreement, (a) Each Stockholder hereby irrevocably and unconditionally covenants and agrees thatthat if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, during the Voting Period (as hereinafter defined)such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: Meeting”): (i) appear be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting or otherwise (to the fullest extent that such Subject Shares may be counted as present thereat for the purpose of establishing a quorumquorum purposes under applicable Law); and (ii) be present and vote (or cause to be voted), in person or by proxy ) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the Company Stockholders Meeting time of any vote: (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyA) in favor of (A1) the adoption of the Merger Agreement, Agreement and (B2) the approval without limitation of the Merger and preceding clause (1), the approval of any proposal to adjourn or postpone the meeting Company Stockholders Meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver for adoption of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by Merger Agreement on the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at date on which the Company Stockholders Meeting is held; and (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyB) against (A1) any extraordinary corporate transaction action (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) including any amendment of to the Company’s certificate of incorporation or by-laws other than bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (C2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other proposal, action or extraordinary transaction involving the Company or (other than the Merger) and (4) any of its Subsidiariesaction, which amendment or other proposal, action transaction or transaction agreement that would reasonably be expected to result in a breach, in any manner impedematerial respect, frustrateof any covenant, preventrepresentation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, delayand for the purpose of clarification, postpone, (i) until the later of the Acceptance Time or nullify the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (D) any extraordinary dividendwhether in such Stockholder’s capacity as a stockholder, distribution director or recapitalization by officer of the Company or change otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in capital structure such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (other than pursuant to the Merger Agreement), (EA) any change in the Board (unless such proposed change in composition of the Board was proposed by of Directors of the Board Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and is not in connection supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or in support of any actual or potential Acquisition Proposal) and (FB) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case change to the extent authority, duties, job location or any other matter applicable to such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this AgreementStockholder in his capacity as an executive, “Voting Period” means the period commencing on the date hereof and ending on the earlier officer or director of the Closing and the termination Company that might constitute a “Qualifying Termination” under Section 5(a) of this such Stockholder’s CIC Agreement.

Voting Agreement. Subject to At all times that the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during Entities within the Sumitomo Group satisfy the Voting Period Threshold, (a) Sumitomo and Sumitovant Bio will, and Sumitomo will cause each other Entity within the Sumitomo Group to, vote or cause to be voted the Voting Shares owned by them as hereinafter defined), at of the record date for determining the shareholders of the Company Stockholders Meeting or entitled to vote at any adjournment annual or postponement thereofspecial meeting of shareholders of the Company (however noticed or called) in connection with any election of Independent Directors, or in any other circumstances (including the taking by the shareholders of the Company of an action by written consentconsent in connection with any election of Independent Directors, in each case in a manner that is either in accordance with the recommendation of the Board or in direct proportion to the manner in which the Disinterested Shareholders vote their Voting Shares in respect of the election of such Independent Directors (including, for this purpose, any abstentions and “withhold” votes), and (b) upon which a vote or neither Sumitomo nor Sumitovant Bio will, and Sumitomo will cause each other approval Entity within the Sumitomo Group to not, without first obtaining Audit Committee Approval, solicit proxies with respect to any Voting Shares, or become a “participant” in any “election contest” (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be votedExchange Act), in person or by proxy at each case, relating to the Company Stockholders Meeting (or deliver or cause to be delivered a written consentelection of Independent Directors; provided that, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor none of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company Sumitomo or any of its Subsidiaries, (B) any amendment Subsidiaries will be deemed to be engaged in the solicitation of proxies or such a “participant” merely by reason of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure membership of the Company (other than pursuant Sumitomo Directors on the Board or a recommendation of the Board as to how holders of Voting Shares should vote, and nothing contained in this Agreement will limit, restrict or prohibit any Entity that is a member of the Sumitomo Group from voting all of the Voting Shares Beneficially Owned by them in favor of the election of any nominee to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with that will constitute a Sumitomo Director if elected or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementappointed.

Voting Agreement. Subject Each Stockholder hereby agrees to (a) appear, ---------------- or cause the holder of record on any applicable record date (the "Record Holder") to appear, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of Talarian and at any postponement or adjournment thereof at which matters relating to the terms of this AgreementMerger, Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is soughtany transaction contemplated thereby, Stockholder shall: or any Acquisition Proposal or Frustrating Transaction (ias defined below), are considered and (b) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (vote, or cause the Record Holder to be voted)vote, in person or by proxy at proxy, all of the Company Stockholders Meeting shares of Talarian Common Stock owned by such Stockholder, or with respect to which such Stockholder has or shares voting power or control, and all of the shares of Talarian Common Stock which shall, or with respect to which voting power or control shall, hereafter be acquired by such Stockholder (or deliver or cause to be delivered a written consent, if applicable)collectively, the Existing Common Shares and Exercised Common Shares "Shares") (if anyi) in favor of (A) the adoption of Merger, the Merger Agreement, (B) the approval of the Merger Agreement and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; Agreement and (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyii) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender Acquisition Proposal or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate Talarian's Second Amended and Restated Certificate of incorporation Incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any Bylaws or other proposal, action or transaction involving the Company Talarian or any of its Subsidiaries, subsidiaries or stockholders which amendment or other proposal, action or transaction would could reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, prevent or nullify materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Voting Agreement, or change in any manner the voting rights of the Talarian Common Stock (collectively, the "Frustrating Transactions"). In the event written consents are solicited or otherwise sought from stockholders of Talarian with respect to approval or adoption of the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by with respect to the Company or change in capital structure approval of the Company (Merger or with respect to any of the other than pursuant to actions contemplated by the Merger Agreement), (E) any change in the Board each Stockholder shall (unless otherwise directed by TIBCO) execute, or cause the Record Holder to execute, with respect to all Shares a written consent or written consents to such proposed change in action. In the Board was proposed by the Board and is not in connection event written consents are solicited or otherwise sought from stockholders of Talarian with respect to approval or in support adoption of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal or Frustrating Transaction, no Stockholder shall (unless otherwise directed by TIBCO) execute, or cause the matters described in the foregoing clauses (A) through (F) being referred Record Holder to as “Competing Actions”); and (iv) not take execute, with respect to any Shares any written consent or written consents to such proposed action. No agreement to vote or provide a written consent is hereby made with respect to any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth not enumerated above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), each Stockholder hereby irrevocably and unconditionally covenants hereby agrees that at any meeting (whether annual or special and agrees thateach postponement, during the Voting Period (as hereinafter defined)recess, at adjournment or continuation thereof) of the Company Stockholders Meeting or at Stockholders, however called, and in connection with any adjournment or postponement thereofwritten consent of the Company Stockholders, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, such Stockholder shall: : (ia) appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Voting Stock or voting securities over which he, she or it has acquired beneficial or record ownership after the date hereof or otherwise has the power to vote or direct the voting of (including any shares of Voting Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he, she or it has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he, she or it owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (iib) be present and so long as there has not been a Company Adverse Recommendation Change made by the Company Special Committee or the Company Board (acting at the recommendation of the Company Special Committee) in compliance with the Merger Agreement that has not been rescinded or otherwise withdrawn, vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyi) in favor of (A) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (ii) in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders to a later date if such adjournment or postponement is proposed in compliance with the provisions of Section 5.7(e) of the Merger Agreement, (iii) against any action or proposal in favor of any Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction or (iv) against any action, proposal, transaction, agreement or amendment of the Company Charter or Company Bylaws, in each case of this clause (iv) which would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement for which the Stockholders have received prior notice from Parent or the Company that it reasonably expects that such action or proposal would result in a breach, or (B) prevent, impede, interfere with, delay, postpone, or adversely affect the approval consummation of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity directly or indirectly holding Shares for which any Stockholder serves as well a partner, stockholder, trustee or in a similar capacity. To the extent any Stockholder does not have sole control of the voting determinations of such entity, such Stockholder agrees to exercise all voting rights or other voting determination rights he, she or it has in such entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, he, she or it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Shares, including any voting agreement or voting trust and (y) except as expressly set forth herein or with respect to routine matters at an annual meeting of the Company Stockholders, he, she or it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Shares. Each Stockholder agrees not to enter into any agreement or commitment to do with any person the same; (iii) vote (effect of which would violate, or cause frustrate the intent of, the provisions of this Agreement. In furtherance and not in limitation of the foregoing, but only in the event and in each case that a Stockholder fails to be voted)counted as present or fails to vote all of such Stockholder’s Shares in accordance with this Agreement until the Expiration Date, in each Stockholder hereby appoints ▇▇▇▇▇ ▇▇▇▇, for so long as she serves as Chief Legal Officer of Parent and the Company, or any other person or by proxy at acting as Chief Legal Officer of Parent and the Company Stockholders Meeting (and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action act by written consent (and to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled instruct nominees or record holders to vote on or act by written consent) during the respective matter set forth aboveSupport Period with respect to any and all of such Stockholder’s Shares in accordance with this Section 3. For purposes This proxy and power of attorney are given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby agrees that this proxy and power of attorney granted by each such Stockholder shall be irrevocable during the term of this Agreement, “Voting Period” means shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to any Shares regarding the period commencing on matters set forth in this Section 3. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the date hereof and ending on the earlier bankruptcy, death or incapacity of the Closing and the termination of this Agreementsuch Stockholder.

Voting Agreement. Subject to At any meeting of the terms shareholders of this Agreementthe Company, Stockholder hereby irrevocably including the EGM and, if necessary, any Subsequent EGM, however called, and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon circumstance in which a vote the vote, consent or other approval with respect of the shareholders of the Company is sought as to a matter described in any of clauses (a) through (f) below (each, a “Company Shareholders Meeting”), Shareholder hereby agrees that Shareholder shall, and if any of its Covered Shares are held by a nominee for such Shareholder, Shareholder shall cause the holder of record of any such Covered Shares to, including by delivering to the Merger Agreement or Secretary of the Merger is sought, Stockholder shallCompany a duly executed proxy card: (i) appear at such meeting each Company Shareholders Meeting or otherwise cause all Covered Shares beneficially owned by it as of the record date to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, ; and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiiii) vote (or cause to be voted), in person or by proxy at or in person, all Covered Shares beneficially owned by Shareholder as of the Company Stockholders Meeting (or deliver or cause relevant record date and entitled to be delivered voted: (a) for the adoption of each resolution described in Section 2.04 of the Purchase Agreement; (b) to approve any documentation or transaction related to a written consent, if applicablePost-Offer Reorganization (as defined in Section 2.07 of the Purchase Agreement), the Existing Common Shares and Exercised Common Shares ; (if anyc) against any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; (Ad) against any extraordinary corporate transaction (other than the Merger)Alternative Acquisition Agreement or merger, such as a mergerdemerger, consolidation, business combination, tender or exchange offersale of substantial assets, reorganization, recapitalization, liquidationdissolution, liquidation or sale winding up of or transfer of all or substantially all of the assets or securities of by the Company or any of its Subsidiaries, Subsidiaries (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, Purchase Agreement and any Post-Offer Reorganization documentation and transactions); (Ce) against any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, (i) prevent or nullify the Merger or the Merger any provision of this Agreement, (Dii) result in any extraordinary dividendof the Offer Conditions not being fulfilled, distribution (iii) result in a material breach of any covenant, representation, warranty or recapitalization any other obligation or agreement contained in the Purchase Agreement or (iv) prevent or materially delay, frustrate or impede the implementation or consummation of the Offer and/or any Post-Offer Reorganization or any of the documentation or transactions included in, contemplated by, or in connection with any of the foregoing; and (f) to approve any other matter submitted by the Company for shareholder approval at the EGM or change in capital structure any Subsequent EGM at the request of Parent or Buyer and related to the transactions contemplated by the Purchase Agreement; provided, however, that with respect to such other matter (i) the Company Board has recommended that the shareholders of the Company vote to approve such matter at the EGM or such Subsequent EGM (other than pursuant to the Merger Agreement), (E) any change and such recommendation has been supported in the Board (unless such proposed change in the Board was proposed writing by the Board and is not in connection with or in support of any actual or potential Acquisition ProposalParent) and (Fii) nothing in this Agreement shall be interpreted as creating an obligation of the Company to submit any Acquisition Proposal (such matter of Parent or Buyer for such shareholder approval or to recommend that the matters described in shareholders of the Company vote to approve any such matter. Additionally, Shareholder shall not propose, commit or agree to take, or publicly affirmatively support, any action inconsistent with any of the foregoing clauses (Aa) through (F) being referred to as “Competing Actions”f); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to (a) From the terms of this Agreementdate hereof until the Expiration Date (the “Support Period”), the Stockholder hereby irrevocably and unconditionally covenants hereby agrees that at any meeting (whether annual or special and agrees thateach postponement, during recess, adjournment or continuation thereof) of the Voting Period holders of capital stock of the Company (as hereinafter definedor any subset thereof) (such meeting, the “Stockholder Meeting”), at however called, and in connection with any written consent of the Company Stockholders Meeting or at any adjournment or postponement thereofholders of Voting Stock, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: : (i) appear at such meeting Stockholder Meeting or otherwise cause all of the Existing Shares and all other shares of Voting Stock or voting securities of the Company over which he (A) has acquired beneficial or record ownership after the date hereof or (B) otherwise has the power to vote or direct the voting of (including any shares of Voting Stock or other voting securities of the Company acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Voting Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise over which he has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he owns or controls as of the applicable record date, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; and (ii) be present and subject to Section 3(a)(iii), vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered execution of a written consent, if as applicable), the Existing Common Shares and Exercised Common ) all such Shares (if anyA) in favor of (A) the adoption of the Merger AgreementAgreement and the approval of the transactions contemplated thereby, including the Merger, (B) the approval in favor of the Merger and adoption of the approval Company Charter Amendment, (C) in favor of any proposal to adjourn the meeting or postpone such Stockholder Meeting to a later date if there are not sufficient affirmative votes to obtain such adjournment or postponement is proposed in compliance with the Requisite Company Stockholder Approval, and (Cprovisions of Section 6.4(a) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) against any extraordinary dividendaction or proposal in favor of any Acquisition Proposal, distribution without regard to the terms of such Acquisition Proposal, and (E) against any action, proposal, transaction, agreement or recapitalization by amendment of the Restated Company Certificate of Incorporation or the A&R Company Bylaws, in each case of this clause (E), for which the Stockholder has received prior notice from either Parent or the Company that it reasonably expects that such action, proposal, transaction, agreement or change amendment would (x) result in capital structure a breach of any covenant, representation or warranty or any other obligation or agreement of the Company (other than pursuant to contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. (iii) Notwithstanding anything to the contrary herein, if at any time during the Support Period the Company Board (or any duly authorized committee thereof) makes a Change in Recommendation pursuant to Section 6.2 of the Merger Agreement (the “Change of Recommendation Event”), (Ethen the obligations, covenants and restrictions of the Stockholder set forth in Section 3(a)(ii) any change in shall be limited to the Board (unless such proposed change in the Board was proposed number of Common Shares held by the Board Stockholder equal in aggregate to 33.37% of the total voting power of the Covered Company Voting Stock (such shares, the “Covered Shares”); provided that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, the Stockholder shall deliver a written consent executed on behalf of, or vote at any Stockholder Meeting, as applicable, its Shares that are not Covered Shares with respect to the adoption of the Merger Agreement and is not in connection with or in support approval of the transactions contemplated thereby, including the Merger, the Company Charter Amendment, and any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the other matters described in Section 3(a)(ii) in the foregoing clauses same proportion as written consents executed or votes cast, as applicable, by the holders of Voting Stock other than the Stockholder (Asuch proportion determined without inclusion of the votes cast by the Stockholder) through (F) being referred with respect to as “Competing Actions”)any such matter; and (iv) not take any action provided, further, that in the event of a Change of Recommendation Event, the Stockholder shall have the right to determine which of the Shares held by written consent to approve any Competing Action; the Stockholder will be included in each case to the extent such Existing Common Shares and Exercised Common Covered Shares (if any) are entitled it being understood that this proviso is not intended to vote on change the respective matter set forth abovetotal number or percentage of Covered Shares as determined pursuant to this Section 3(a)(iii)). For purposes of this Agreement, the “Covered Company Voting PeriodStock” means shall mean the period commencing on the date hereof and ending on the earlier total number of Common Shares outstanding as of the Closing and record date established by the termination of this AgreementCompany with respect to such action by written consent, or vote at any Stockholder Meeting, as applicable.

Voting Agreement. Subject to the terms of this Agreement, The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during subject to and conditioned upon the approval by the Company Board, for purposes of Section 203 of the DGCL, of this Agreement and the Merger Agreement, and the transactions contemplated hereby and thereby, from the date of this Agreement until the termination of this Agreement in accordance with Section 5 (the “Voting Period (as hereinafter definedPeriod”), at any meeting of the Company’s stockholders (including the Company Stockholders Meeting or Meeting), however called, and at any every adjournment or postponement thereof, or in any other circumstances (including an action proposed to be taken by written consentconsent of the stockholders of the Company, the Stockholder shall appear (in person or by proxy) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting of the Company’s stockholders (including the Company Stockholders Meeting), or otherwise any adjournment or postponement thereof, in accordance with the Company Bylaws and cause all of the Subject Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (ii) be present quorum and shall affirmatively vote (or cause to be voted)) all of the Subject Shares: (a) in favor of, or, if action is to be taken by written consent in person or by proxy at lieu of a meeting of the Company’s stockholders, deliver to the Company Stockholders Meeting (or deliver or cause to be delivered a duly executed affirmative written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) consent in favor of (Ato the extent applicable), (i) the adoption of the Merger Agreement, (Bii) any proposal to adjourn the Company Stockholders Meeting to solicit additional proxies in favor of the adoption of the Merger Agreement and the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by adopt the Merger Agreement, as well as any agreement or commitment to do Agreement and approve the same; Merger on the date on which such Company Stockholders Meeting is held and (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other action, proposal, action transaction or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify facilitate the timely consummation of the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by and which the Company Board has recommended that the Company’s stockholders vote in favor of; and (b) against, and not provide any written consent with respect to or change in capital structure for, the adoption or approval of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (Fi) any Acquisition Proposal (and the matters described transactions contemplated thereby), including any Superior Proposal, (ii) any action, omission, proposal, transaction or agreement to be taken, consummated or entered into by the Company that, if so taken, consummated or entered into by the Company would, or would reasonably be expected to, result in (x) a breach by the Company of any covenant, representation, warranty or other obligation of the Company set forth in the foregoing clauses Merger Agreement or (Ay) through (F) being referred the failure of any of the conditions to as “Competing Actions”); the obligations of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement set forth in Article 6 of the Merger Agreement and (iviii) not take any action by written consent to approve agreement (including, without limitation, any Competing Action; in each case amendment, waiver, release from or non-enforcement of any agreement), any amendment, supplement, modification or restatement of the Company Charter or the Company Bylaws, to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled agreement, amendment, supplement, modification or restatement or other action or failure to vote on act is intended or would reasonably be expected to prevent, interfere with, impair or delay the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier consummation of the Closing and the termination of this AgreementMerger.

Voting Agreement. Subject to the terms of this Agreement, (a) The Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period (as hereinafter defined)Support Period, at the Company Stockholders Meeting any meeting (whether annual or at any special and each postponement, recess, adjournment or postponement continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, or however called, and in connection with any other circumstances (including an action by written consent) upon which a vote or other approval consent of the Company’s stockholders with respect to any of the Merger Agreement or matters set forth in clause (ii) below, if applicable, the Merger is sought, Stockholder shall: shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for the purpose purposes of establishing calculating a quorum; , and (ii) be present and vote (or cause to be voted), in person or voted (including by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable)) all the Subject Shares, the Existing Common Shares and Exercised Common Shares (if anyA) in favor of (A“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (Bx) change the approval form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the meeting Company’s stockholders to a later date if there are not sufficient affirmative votes to obtain approve the Requisite Company Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder Approval, is obligated to vote in favor or consent to hereunder) and (CB) to the extent any amendment, alteration, modification, repeal such matter is formally submitted for a vote (or waiver the consent) of the Company’s certificate stockholders, against (1) any action or proposal in favor of incorporationan Acquisition Proposal (including a Superior Proposal), as amendedwithout regard to the terms of such Acquisition Proposal, or bylawsany of the transactions contemplated thereby, as amended(2) any action or proposal that could reasonably be expected to result in a breach of any covenant, contemplated by representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, as well as and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or commitment inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to do Closing under the same; (iii) vote (Merger Agreement or cause to be voted), change in person or by proxy at any manner the voting rights of any shares of the Company Stockholders Meeting (or deliver or cause to be delivered a written consentincluding, if applicable)without limitation, the Existing Common Shares and Exercised Common Shares (if any) against (A) any extraordinary corporate transaction (other than the Merger)transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, tender division, conversion, transfer, domestication, continuance or exchange offersimilar transaction, reorganization, recapitalization, liquidationany amendments of the Company Governing Documents, or sale any sale, lease, sublease, exchange, license, sub-license, or transfer other disposition of all or substantially all a material portion of the assets or securities of the Company or any of its Subsidiariessubsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (By) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any amendment Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company’s certificate Company in connection with any vote of incorporation or by-laws the stockholders of the Company with respect to the Transactions, other than as contemplated by to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). Notwithstanding anything to the contrary herein, in the event the Company Board validly makes an Adverse Recommendation Change in compliance with Section 6.03(b) of the Merger Agreement, the number of Subject Shares that are required to be voted (Cor as to which consents are required to be provided) pursuant to this Section 3(a) shall be reduced to a number representing 35% of the shares of Company Common Stock outstanding as of the record date for determining stockholders entitled to vote (or provide consent) with respect to any other proposalof the matters referenced herein. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or transaction involving execute such other instruments as may be requested by ▇▇▇▇▇▇ in writing and necessary to effectuate the Company intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or any cause the holders of its Subsidiariesrecord to execute and deliver), which amendment or other proposal, action or transaction would reasonably be expected to promptly upon receipt (and in any manner impedeevent within five Business Days after receipt thereof), frustrate, prevent, delay, postpone, any proxy card or nullify voting instructions the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure Stockholder receives that are sent to stockholders of the Company (other than pursuant soliciting proxies with respect to the Merger Agreementany matter described in Section 3(a), (E) any change which shall be voted in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the foregoing clauses (A) through (F) being referred Stockholder to as “Competing Actions”); and (iv) not take exercise any action by written consent option or any other right to approve acquire any Competing Action; in each case to the extent such Existing shares of Company Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementStock.

Voting Agreement. Subject to At any meeting of the terms shareholders of this Agreementthe Company, Stockholder hereby irrevocably and unconditionally covenants and agrees thatincluding the EGM and, during if necessary, the Voting Period (as hereinafter defined)Subsequent EGM, at the Company Stockholders Meeting or at any adjournment or postponement thereofhowever called, or in any other circumstances (including an action by written consent) upon circumstance in which a the vote or other approval with respect of the shareholders of the Company is sought as to a matter described in any of clauses (a) through (f) below (each, a “Company Shareholders Meeting”), Shareholder shall, and if Shares are held by a nominee for such Shareholder shall cause the holder of record of any Covered Shares to, including by delivering to the Merger Agreement or Secretary of the Merger is sought, Stockholder shallCompany a duly executed proxy card: (i) appear at each such meeting or otherwise cause all Covered Shares beneficially owned by it as of the record date to be counted as present thereat for the purpose purposes of establishing calculating a quorum; quorum (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, ; and (C) any amendment, alteration, modification, repeal or waiver of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iiiii) vote (or cause to be voted), ) all Covered Shares beneficially owned as of the relevant record date: (a) to approve the adoption of each resolution described in person Section 2.04 of the Purchase Agreement; (b) to approve any documentation or by proxy at transaction related to the Company Stockholders Meeting Post-Offer Reorganization described in Section 2.07 of the Purchase Agreement; (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyc) against any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; (Ad) against any extraordinary corporate transaction (other than the Merger), such as a Acquisition Agreement or merger, consolidation, business combination, tender or exchange offersale of substantial assets, reorganization, recapitalization, liquidationdissolution, liquidation or sale winding up of or transfer of all or substantially all of the assets or securities of by the Company or any of its Subsidiaries, Subsidiaries (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, Purchase Agreement and the Post-Offer Reorganization documentation and transactions); (Ce) against any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, (i) prevent or nullify the Merger or the Merger any provision of this Agreement, (Dii) result in any extraordinary dividendof the Offer Conditions not being fulfilled or (iii) prevent or materially delay, distribution frustrate or recapitalization impede the implementation or consummation of the Offer, the Call Option and/or the Post-Offer Reorganization or any of the documentation or transactions included in or contemplated by or in connection with any of the foregoing; and (f) to approve any other matter submitted by the Company or change in capital structure for shareholder approval at the EGM at the request of Buyer and contemplated by the Purchase Agreement; provided, however, that (i) the Company Board has recommended that the shareholders of the Company vote to approve such proposal at the EGM (other than pursuant to the Merger Agreement), (E) any change and such recommendation has been supported in the Board (unless such proposed change in the Board was proposed writing by the Board and is not in connection with or in support of any actual or potential Acquisition ProposalParent) and (Fii) nothing in this Agreement shall be interpreted as creating an obligation of the Company to submit any Acquisition Proposal (the matters described in such request of Buyer for such shareholder approval. Additionally, Shareholder shall not propose, commit or agree to take any action inconsistent with any of the foregoing clauses (Aa) through (F) being referred to as “Competing Actions”f); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreement.

Voting Agreement. Subject to (a) During the terms of this AgreementAgreement Period (as defined below), each Stockholder hereby irrevocably and unconditionally covenants and agrees that, during at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the Voting Period holders of Parent Shares, however called (as hereinafter definedeach, a “Parent Stockholders’ Meeting”), at such Stockholder shall, unless the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval with respect votes the Subject Shares pursuant to the Merger Agreement or the Merger is soughtproxy granted by Section 1.02, Stockholder shall: (i) appear at such meeting or otherwise cause all of such Stockholder’s Subject Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum; (ii) be present quorum and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent) or, if applicable), deliver (or caused to be delivered) a written consent with respect to all of such Stockholder’s Subject Shares, in each case, to the Existing Common fullest extent that such Subject Shares and Exercised Common Shares are entitled to be voted at the time of any vote: (if anyi) in favor of (A) the adoption Parent Share Issuance and the approval of any other transactions contemplated in the Merger Agreement, Agreement and any actions directly related thereto; and (B) the approval without limitation of the Merger and preceding clause (A), the approval of any proposal to adjourn or postpone the meeting Parent Stockholders’ Meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver for approval of the Company’s certificate of incorporation, as amended, or bylaws, as amended, contemplated by Parent Share Issuance on the Merger Agreement, as well as any agreement or commitment to do date on which the sameParent Stockholders’ Meeting is held; and (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if anyii) against (A) any extraordinary corporate Acquisition Proposal with respect to Parent or any acquisition agreement related to such Acquisition Proposal; (B) 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 such Stockholder under this Agreement or of Parent under the Merger Agreement; (C) each of the following actions (other than the Merger)transactions contemplated in the Merger Agreement): (I) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company combination involving Parent or any of its Subsidiaries, (BII) any amendment sale, lease, license or other transfer of a material amount of the Company’s certificate assets of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company Parent or any of its Subsidiaries, taken as a whole and (III) any reorganization, recapitalization, dissolution, liquidation or winding up of Parent or any of its Subsidiaries; and (D) any corporate action the consummation of which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postponefrustrate the purposes, or nullify prevent or materially delay the Merger or consummation, of the transactions contemplated in the Merger Agreement. (b) Subject to the proxy granted under Section 1.02, (Deach Stockholder shall retain at all times the right to vote or exercise such Stockholder’s right with respect to such Stockholder’s Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 1.01(a) that are at any extraordinary dividend, distribution time or recapitalization by from time to time presented for consideration to the Company or change in capital structure holders of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Parent Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementgenerally.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally Each Shareholder covenants and agrees that, during prior to the Voting Period Expiration Date, at any duly called meeting of the shareholders of Company (as hereinafter definedor any adjournment, postponement or continuation thereof), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or and in any other circumstances other than a duly called meeting of the shareholders of Company upon which a vote, consent or other approval (including an action by written consent) upon which a vote or other approval of the shareholders of Company with respect to the Merger Agreement or the Merger Agreement is sought, Stockholder shall: (i) such Shareholder shall appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted)meeting, in person or by proxy at the Company Stockholders Meeting (or deliver or proxy, and shall vote, and cause to be delivered a written consentvoted, if applicable), the Existing Common all Shares and Exercised Common Shares of such Shareholder that are entitled to vote: (if anyi) in favor of (A) the adoption approval of the Merger Agreement, (B) the Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) and (B) the approval of any proposal to adjourn the or postpone such meeting to a later date if there are not sufficient affirmative votes to obtain approve the Requisite Company Stockholder ApprovalMerger Agreement and the Merger and the other transactions contemplated by the Merger Agreement (or any actions required in furtherance thereof), and (Cii) against (A) any amendment, alteration, modification, repeal proposal made in opposition to or waiver of in competition with the Company’s certificate of incorporation, as amended, Merger or bylaws, as amended, the transactions contemplated by the Merger Agreement, as well as any agreement or commitment to do the same; (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (AB) any extraordinary corporate action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of such Shareholder under this Agreement, (other than the Merger), such as a C) any merger, consolidation, business combination, tender or exchange offerrecapitalization, reorganization, recapitalizationbinding share exchange, liquidation, or dissolution, joint venture, sale or transfer of all or substantially all of the assets or securities of the other similar transaction with or involving Company or and any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws party other than as contemplated by the Merger AgreementParent, including any Company Takeover Proposal, and (CD) any other proposal, action or transaction involving proposal the Company consummation of which would, or any of its Subsidiaries, which amendment or other proposal, action or transaction would could reasonably be expected to in any manner to, prevent, impede, frustrate, preventinterfere with, delay, postpone, discourage or nullify frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Company’s or Parent’s conditions under the Merger Agreement. Any such vote shall be cast (or consent shall be given) by such 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 results of such vote (D) or consent). Each Shareholder agrees not to enter into any extraordinary dividendagreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. The voting agreements contained herein are coupled, distribution and shall be deemed coupled, with an interest and may not be modified, rescinded or recapitalization by revoked in any manner that would render the Company or change in capital structure consummation of the Company (other than Merger pursuant to the Merger Agreement)Agreement illegal, (E) any change in impermissible or ultra ▇▇▇▇▇ during the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination term of this Agreement.

Voting Agreement. Subject to the terms of this Agreement, Stockholder Each Shareholder hereby irrevocably and unconditionally covenants and agrees that, during the Voting Period agrees: (as hereinafter defined), at the Company Stockholders Meeting or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consenta) upon which a vote or other approval with respect to the Merger Agreement or the Merger is sought, Stockholder shall: (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person ) or by proxy at the Company Stockholders Meeting exercise its right to consent with respect to (or validly execute and deliver or and cause such consent to be delivered a written consent, if applicable), the Existing Common granted with respect to) all of such Shareholder’s Covered Shares to approve and Exercised Common Shares (if any) in favor of (A) the adoption of adopt the Merger Agreement, the Transactions, including the Merger, and any and all agreements related to the Merger (Bor any amended versions thereof) and any actions related thereto (collectively, “Merger Proposals”), at the approval time of any vote at any meeting of the Merger and stockholders of the approval Company (whether annual or special) or any adjournment or postponement thereof, however called, or in connection with any written consent of any proposal to adjourn the meeting to a later date if there are not sufficient affirmative votes to obtain the Requisite Company Stockholder Approval, and (C) any amendment, alteration, modification, repeal or waiver stockholders of the Company’s certificate , at or regarding which any Merger Proposal is submitted for the consideration and vote or consent of incorporation, as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment stockholders of the Company; (b) to do the same; (iii) vote (or cause to be voted)) all such Shareholder’s Covered Shares against, or not consent or otherwise dissent with respect to (or cause such consent not to be granted with respect to) all such Shareholder’s Covered Shares to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (iii) proposal or corporate action that is made in opposition to or in competition with, or would otherwise frustrate the purposes of, or prevent or delay the consummation of, the Transactions, including the Merger, or (iv) other matter relating to, or in connection with, any of the foregoing matters; and (c) to be present, in person or by proxy (including the proxy contemplated in Section 1.02 hereof), or otherwise cause such Shareholder’s Covered Shares to be counted as present, at all meetings of stockholders of the Company Stockholders Meeting (at which any Merger Proposal or deliver or cause any of the matters referred to in Section 1.01(b) hereof is to be delivered voted upon, such that all Covered Shares are counted for purposes of establishing a quorum at such meetings, and to respond to each request by the Company or the Special Committee for written consent, if applicable), the Existing Common Shares and Exercised Common Shares consent (if any) against (A) with respect to any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company Merger Proposal or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected matters referred to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (DSection 1.01(b) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) and (F) any Acquisition Proposal (the matters described in the foregoing clauses (A) through (F) being referred to as “Competing Actions”); and (iv) not take any action by written consent to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this Agreementhereof.

Voting Agreement. Subject to the terms of this Agreement, Stockholder hereby irrevocably and unconditionally covenants and agrees with Parent that, during the Voting Period (as hereinafter defined)at any meeting of Company's stockholders, at the Company Stockholders Meeting or at however called, and any adjournment or postponement thereof, or in connection with any other circumstances (including an action by written consent) upon which a consent of Company's stockholders, Stockholder shall vote or other approval any Shares with respect to the Merger Agreement or the Merger is sought, which Stockholder shall: has voting power (i) appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum; (ii) be present and vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) in favor of (A) the adoption of the Merger Agreement, (B) the approval of the Merger and the approval Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that there has been no material change in the Merger Agreement attached hereto as Exhibit B and that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to adjourn authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the meeting to a later date if there are not sufficient affirmative votes to obtain Merger Agreement or that would prevent the Requisite Company Stockholder Approval, and consummation of the Merger; (Ciii) against: (A) any amendmentproposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, alteration, modification, repeal or waiver as of the Company’s certificate date hereof, constitute the Board of incorporation, Directors of Company (except as amended, or bylaws, as amended, contemplated by the Merger Agreement, as well as any agreement or commitment to do the same); (iii) vote (or cause to be voted), in person or by proxy at the Company Stockholders Meeting (or deliver or cause to be delivered a written consent, if applicable), the Existing Common Shares and Exercised Common Shares (if any) against (AC) any extraordinary corporate transaction (other than the Merger)transaction, such as a merger, consolidationconsolidation or other business combination involving Company and any Third Party (as defined below), business combinationother than the Merger; (D) a sale, tender lease, transfer or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or securities of any assets that are material to its business whether or not in the Company ordinary course of business, or any a reorganization, recapitalization, dissolution or liquidation of its Subsidiaries, Company; (BE) any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or by-laws other than bylaws, except as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent, delay, postpone, or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement), (E) any change in the Board (unless such proposed change in the Board was proposed by the Board and is not in connection with or in support of any actual or potential Acquisition Proposal) ; and (F) any Acquisition Proposal (other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the matters described in Merger or any of the foregoing clauses (A) through (F) being referred to as “Competing Actions”)other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) not take in favor of any action by written consent proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve any Competing Action; in each case to the extent such Existing Common Shares and Exercised Common Shares (if any) are entitled to vote on the respective matter set forth above. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and ending on the earlier of the Closing and the termination of this AgreementMerger.