Common use of Voting and Support Agreement Clause in Contracts

Voting and Support Agreement. a. Each Stockholder irrevocably and unconditionally hereby agrees that, during the term of this Agreement, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of stockholders of Parent, however called, and in connection with any written consent of the stockholders of Parent, it shall: i. appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Parent Common Stock or voting securities over which such Stockholder has acquired, after the date hereof and prior to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Common Stock or other voting securities of Parent acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and ii. vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Parent Stock Issuance, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent to a later date if there is not quorum or there are not sufficient votes to approve the Parent Stock Issuance, (C) against any Parent Competing Proposal, and (D) against any action, proposal, transaction or agreement involving Parent or its Subsidiaries, or any amendment of the Organizational Documents of Parent, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement, or of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger. b. Each Stockholder agrees to exercise all voting or other determination rights that such Stockholder has in any trust or other legal entity to carry out the intent and purposes of such Stockholder’s obligations in this Section 3 and otherwise set forth in this Agreement. c. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement. d. The obligations of the Stockholders set forth in this Section 3 shall apply whether or not the Merger, the Parent Stock Issuance or any action described above is recommended by the Parent Board (or any committee thereof).

Voting and Support Agreement. a. Each (a) The Stockholder irrevocably and unconditionally hereby agrees that, during prior to the term of this AgreementExpiration Time, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of Parent, however calledthe Company, and in connection with any action by written consent of the stockholders of Parentthe Company distributed by the Board of Directors of the Company or otherwise undertaken in respect of or as contemplated by the Merger Agreement or the transactions contemplated thereby in a form reasonably acceptable to Acquiror, it the Stockholder shall: i. , if a meeting is held, appear at such meeting the meeting, in person or by proxy, or otherwise cause all of its Stockholder Shares (to the Existing Shares and all other shares of Parent Common Stock or voting securities over which extent such Stockholder has acquiredShares are entitled to vote on or provide consent with respect to such matter): (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, after including the date hereof Merger; (ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or under any agreements between the Company and prior its stockholders or otherwise sought with respect to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Common Stock or other voting securities of Parent acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock Merger Agreement or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record datetransactions contemplated thereby, to be counted as present thereat for purposes of calculating a quorum; and ii. vote vote, consent, waive or approve (or cause to be voted voted, consented, waived or approved) all of the Stockholder’s Stockholder Shares held at such time in favor thereof (including by proxy to the extent such Stockholder Shares are entitled to vote on or written provide consent, if applicable) all waiver or approval with respect to such Shares matter); (A) in favor of the approval of the Parent Stock Issuance, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent to a later date if there is not quorum or there are not sufficient votes to approve the Parent Stock Issuance, (Ciii) against any Parent Competing Proposalmerger 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 and the transactions contemplated thereby, including the Merger); (Div) against any actionchange in the business, proposal, transaction management or agreement involving Parent or its Subsidiaries, or any amendment Board of Directors of the Organizational Documents of Parent, in each case of this clause (D), which Company that would or would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in adversely affect the Merger Agreement, or ability of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of Company to consummate the transactions contemplated by the Merger Agreement, including the Merger.; and b. Each Stockholder agrees to exercise all voting (v) against any proposal, action or other determination rights agreement that such Stockholder has in would (A) impede, frustrate, prevent or nullify any trust or other legal entity to carry out the intent and purposes of such Stockholder’s obligations in this Section 3 and otherwise set forth in this Agreement. c. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery provision of this Agreement or Support Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including the Merger, (B) result in a breach in any claim challenging the validity ofrespect of any covenant, representation, warranty or seeking to enjoin the operation of, any provision of this Agreement. d. The obligations other obligation or agreement of the Stockholders Company under the Merger Agreement, (C) result in any of the conditions set forth in this Section 3 shall apply whether Article IX of the Merger Agreement not being fulfilled or not (D) change in any manner the Mergerdividend policy or capitalization of, including the voting rights of any class of capital stock or securities convertible into capital stock of, the Parent Stock Issuance Company; and (vi) the Stockholder h▇▇▇▇▇ agrees that it shall not commit or agree to take any action described above is recommended by inconsistent with the Parent Board (or any committee thereof)foregoing.

Voting and Support Agreement. a. Each Stockholder irrevocably and unconditionally hereby agrees that(a) Except as contemplated or permitted under the Merger Agreement, during the term of this Agreementperiod commencing on the date hereof and ending at the Expiration Time, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of Parent, however calledthe Company, and in connection with any action by written consent of the stockholders of Parentthe Company distributed by the Board of Directors of the Company or otherwise undertaken in respect of or as contemplated by the Merger Agreement or the transactions contemplated thereby in a form reasonably acceptable to Acquiror, it the Stockholder shall: i. , if a meeting is held, appear at such meeting the meeting, in person or by proxy, or otherwise cause all of its Stockholder Shares (to the Existing Shares and all other shares of Parent Common Stock or voting securities over which extent such Stockholder has acquiredShares are entitled to vote on or provide consent with respect to such matter): (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, after including the date hereof Merger; (ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or under any agreements between the Company and prior its stockholders or otherwise sought with respect to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Common Stock or other voting securities of Parent acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock Merger Agreement or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record datetransactions contemplated thereby, to be counted as present thereat for purposes of calculating a quorum; and ii. vote vote, consent, waive or approve (or cause to be voted voted, consented, waived or approved) all of the Stockholder’s Stockholder Shares held at such time in favor thereof (including by proxy to the extent such Stockholder Shares are entitled to vote on or written provide consent, if applicable) all waiver or approval with respect to such Shares matter); (A) in favor of the approval of the Parent Stock Issuance, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent to a later date if there is not quorum or there are not sufficient votes to approve the Parent Stock Issuance, (Ciii) against any Parent Competing Proposalmerger 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 and the transactions contemplated thereby, including the Merger); (Div) against any actionchange in the business, proposal, transaction management or agreement involving Parent or its Subsidiaries, or any amendment Board of Directors of the Organizational Documents of Parent, in each case of this clause (D), which Company that would or would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in adversely affect the Merger Agreement, or ability of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of Company to consummate the transactions contemplated by the Merger Agreement, including the Merger.; and b. Each Stockholder agrees to exercise all voting (v) against any proposal, action or other determination rights agreement that such Stockholder has in would (A) impede, frustrate, prevent or nullify any trust or other legal entity to carry out the intent and purposes of such Stockholder’s obligations in this Section 3 and otherwise set forth in this Agreement. c. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery provision of this Agreement or Support Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including the Merger, (B) result in a breach in any claim challenging the validity ofrespect of any covenant, representation, warranty or seeking to enjoin the operation of, any provision of this Agreement. d. The obligations other obligation or agreement of the Stockholders Company under the Merger Agreement, (C) result in any of the conditions set forth in this Section 3 shall apply whether Article IX of the Merger Agreement not being fulfilled or not (D) change in any manner the Mergerdividend policy or capitalization of, including the voting rights of any class of capital stock or securities convertible into capital stock of, the Parent Stock Issuance Company; and (vi) the Stockholder h▇▇▇▇▇ agrees that it shall not commit or agree to take any action described above is recommended by inconsistent with the Parent Board (or any committee thereof)foregoing.

Voting and Support Agreement. a. Each Stockholder irrevocably and unconditionally hereby agrees thatExcept as contemplated or permitted under the Merger Agreement, during the term of this Agreementperiod commencing on the date hereof and ending at the Expiration Time, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of stockholders the shareholders of ParentAcquiror, however called, and or at any adjournment thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders shareholders of ParentAcquiror is sought, it shall: i. the Sponsor shall (i) appear at each such meeting or otherwise cause all of the Existing its Sponsor Shares and all other shares of Parent Common Stock or voting securities over which such Stockholder has acquired, after the date hereof and prior to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Common Stock or other voting securities of Parent acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and quorum and (ii. ) vote (or cause to be voted voted), or execute and deliver a written consent (including by proxy or cause a written consentconsent to be executed and delivered) covering, if applicable) all such Shares (A) of its Sponsor Shares: i. in favor of the approval and adoption of the Parent Stock IssuanceProposals, (B) the Merger Agreement, the Transactions and any other proposal submitted for approval by the Acquiror Shareholders in favor of any proposal to adjourn or postpone any meeting of connection with the stockholders of Parent to a later date if there is not quorum or there are not sufficient votes to approve Proposals, the Parent Stock Issuance, (C) Merger Agreement and the Transactions; ii. against any Parent Competing Proposal, and (D) ; iii. against any actionchange in the business, proposal, transaction management or agreement involving Parent Board of Directors of Acquiror (other than in connection with the Transaction Proposals) that would or its Subsidiaries, or any amendment of the Organizational Documents of Parent, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement, or of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation ability of Acquiror to consummate the transactions contemplated by the Merger Agreement, including the Merger.; b. Each Stockholder agrees to exercise all voting iv. against any proposal, action or other determination rights agreement that such Stockholder has in would (A) impede, frustrate, prevent or nullify any trust or other legal entity to carry out the intent and purposes of such Stockholder’s obligations in this Section 3 and otherwise set forth in this Agreement. c. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery provision of this Agreement or Support Agreement, the Merger Agreement or the consummation Transactions, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Acquiror or Merger Sub under the Merger Agreement, (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, including the voting rights of any class of capital stock of, Acquiror; v. if applicable, in favor of waiving any and all anti-dilution rights the Sponsor may hold pursuant to the Acquiror Organizational Documents; and vi. the Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. b. Subject to Section 1.2 and the Sponsor Agreement, the Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of November 30, 2021, among Acquiror, the Sponsor and the Insiders (as such term is defined therein) (the “Insider Agreement”), including the obligations of the Sponsor pursuant to Section 1 therein to not redeem any Sponsor Shares owned by the Sponsor in connection with the transactions contemplated hereby or thereby, including any claim challenging by the validity of, or seeking to enjoin the operation of, any provision of this Merger Agreement. d. The obligations of c. During the Stockholders period commencing on the date hereof and ending at the Expiration Time, the Sponsor shall not modify or amend any agreement set forth in this Section 3 shall apply whether or not the Merger, the Parent Stock Issuance or any action described above is recommended by the Parent Board (or any committee thereof).on Schedule I.

Voting and Support Agreement. a. Each Stockholder irrevocably and unconditionally hereby agrees that, during the term of this Agreement, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of stockholders of Parentthe Company, however called, and in connection with any written consent of the stockholders of Parentthe Company, it shall: i. appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Parent Company Common Stock or voting securities over which such Stockholder has acquired, after the date hereof and prior to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Company Common Stock or other voting securities of Parent the Company acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent Company equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and ii. vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval adoption of the Parent Stock IssuanceMerger Agreement, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent the Company to a later date if there is not quorum or there are not sufficient votes to approve adopt the Parent Stock IssuanceMerger Agreement, (C) against any Parent Company Competing Proposal, and (D) against any action, proposal, transaction or agreement involving Parent the Company or its Subsidiaries, or any amendment of the Organizational Documents of Parentthe Company, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company contained in the Merger Agreement, or of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger. b. Each Stockholder agrees to exercise all voting or other determination rights that such Stockholder has in any trust or other legal entity to carry out the intent and purposes of such Stockholder’s obligations in this Section 3 and otherwise set forth in this Agreement. c. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Parent, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement. d. The obligations of the Stockholders set forth in this Section 3 shall apply whether or not the Merger, the Parent Stock Issuance adoption of the Merger Agreement or any action described above is recommended by the Parent Company Board (or any committee thereof).