Common use of Voting Arrangements Clause in Contracts

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) The Stockholder shall, and shall use his reasonable best efforts cause any of its Affiliates to, vote or act by written consent with respect to, all of the shares of the Voting-Enabled Securities Beneficially Owned by the Stockholder and its Affiliates in favor of each matter required to cause individuals nominated or identified by Advance to effectuate any provision of this Agreement and against any matter the approval of which would be directors inconsistent with any provision of this Agreement. (“Directors”b) on For each election of Directors occurring after the board Closing through and including the election of directors (Directors at the “Board”) annual stockholder meeting of the Company (the “Advance Designees”) to be elected as held in 2011, the Stockholder shall, and shall cause any of its Affiliates to, vote all Voting-Enabled Securities Beneficially Owned by the Stockholder and its Affiliates for each of the Director nominees recommended by the Board; provided that the Company is in material compliance with its obligations pursuant to Section 3.1. (c) For each election of Directors occurring after the annual stockholder meeting of the Company to be held in 2011, the Stockholder shall, and shall cause any of its Affiliates to, vote all Voting-Enabled Securities Beneficially Owned by the Stockholder and its Affiliates, in the sole discretion of the Stockholder, either (i) for each of the Director nominees recommended by the Board or, alternatively, (ii) for each of the Director nominees recommended by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election Director nominees recommended by other Persons in the same proportion as the votes cast by all other holders of Directors Voting-Enabled Securities for such Director nominees (provided that the Company is in favor material compliance with its obligations pursuant to Section 3.1), and, in any case, for each Stockholder Designee. (d) The Stockholder shall be, and shall cause each of the Advance Designees its Affiliates who hold Voting-Enabled Securities to be, present in connection with any election person or represented by proxy at all meetings of Directors to the Board, whether at a meeting of stockholders securityholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without extent necessary so that all Voting-Enabled Securities Beneficially Owned by the consent Stockholder and its Affiliates shall be counted as present for the purpose of ▇▇▇▇▇▇▇, nominate or determining the presence of a quorum at such meeting and to vote for any person as a director of the Company who is not an Advance Designee such shares in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors3.5. 1.2 Advance (ae) shall, subject Except as expressly set forth in this Agreement with respect to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote voting for the election of Directors Directors, nothing in favor this Agreement shall limit the ability of the ▇▇▇▇▇▇▇ Nominees and Advance Designees Stockholder or any of its Affiliates from voting any Voting Securities over which it has voting authority in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that such manner as it may determine in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ its sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) Notwithstanding anything to the contrary in this Agreement, during the Effective Period, the Buyer Parties shall, and shall use his reasonable best efforts cause each of their respective Affiliates to, vote or act by written consent with respect to cause individuals nominated all Voting Securities Beneficially Owned by the Buyer Parties and their respective Affiliates: (i) against the approval or identified by Advance to be directors adoption of all proposals and matters (“Directors”including, without limitation, all Prohibited Actions) on that would, if approved or adopted, have the board effect of directors circumventing or rendering ineffective any provision of this Agreement, except as otherwise expressly provided in this Section 4.2 and (the “Board”ii) of so long as the Company (is then in compliance in all material respects with the “Advance Designees”) to be elected as Directors by the Board terms and receive the recommendation provisions of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote this Agreement, for the election of the Director nominees approved and recommended by the Board of Directors in favor compliance with this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, except as otherwise expressly set forth herein, the Buyer Parties may, and may cause each of their respective Affiliates to, vote or act by written consent with respect to all of the Advance Designees shares of the Voting Securities Beneficially Owned by them and their respective Affiliates in connection their sole discretion. (c) During the Effective Period, other than with respect to any election Prohibited Actions, or any other proposal or matter that would, if approved or adopted, have the effect of Directors circumventing or rendering ineffective any provision of this Agreement, the Buyer Parties shall be, and shall cause each of their respective Affiliates who hold Voting Securities to the Boardbe, whether present in person or represented by proxy at a meeting all annual and special meetings of stockholders of the Company or through to the solicitation extent necessary so that all Voting Securities Beneficially Owned by the Buyer Parties and their respective Affiliates shall be counted as present for the purpose of determining the presence of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable quorum at such meeting and to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of vote such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee shares in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors4.2. 1.2 Advance (ad) Notwithstanding any other provisions in this Agreement, the Buyer Parties shall, subject to the election of the Advance Designees to the Boardand shall cause their respective Affiliates to, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that Voting Securities held by them to make any changes as are entitled necessary or desirable to vote for amend the election Certificate of Directors in favor of the ▇▇▇▇▇▇▇ Nominees Incorporation and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders Bylaws of the Company or through the solicitation of a written consent of stockholders of the Company (whether of to remove any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and inconsistency between such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, documents and the matters described in Section 1.5 (the “Advance Matters”)provisions of this Agreement. 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 Each Stockholder shall vote all of the respective shares of Common Stock over which such Stockholder has voting control and shall take all other necessary or desirable actions within such respective Stockholder’s control (including in his or her capacity as a stockholder, trustee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and/or execution of written consents in lieu of meetings) to vote all such shares of Common Stock so that: (a) any persons nominated for election to the Board of Directors of Cardio (the “Board”) by the Board’s Nominating Committee shall be elected to the Board, and, in the event that any such director elected by the Stockholders for any reason ceases to serve as a member of the Board during his or her term of office, another nominee of the Board’s Nominating Committee shall be nominated and elected to fill the vacant directorship by the Stockholders; and (b) any vote in which the Stockholders are entitled to vote in connection with a Change in Control of Cardio shall be in accordance with the directions of the members of the Board elected by the Stockholders. For the purposes of this Agreement, a Change in Control shall mean (x) any reorganization, consolidation, merger, readjustment or other transaction that results in the Stockholders ceasing to have the power to elect a majority of directors of the Board or the board of directors or other governing body of any entity surviving such transaction or, if such entity is a subsidiary of another entity, of such controlling entity, as the case may be, or (y) any sale of all or substantially all of the assets of Cardio to any entity with respect to which the Stockholders do not possess the ability to elect a majority of the board of directors or other governing body of such entity. 1.2 In order to secure each Stockholder’s obligation to vote his or her shares of Common Stock in accordance with the provisions of Section 1.1, each Stockholder hereby appoints the person who is designated by the Controlling Stockholder Majority in connection with each vote pursuant to Section 1.1 hereof (such person, the “Applicable Proxy”), as his or her true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Stockholder’s shares of Common Stock for the election of directors and/or all such other matters in the manner expressly provided for in Section 1.1. The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death, incompetency and disability of each Stockholder. It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such shares of Common Stock with respect to the matters specified in, and in accordance with the provisions of, Section 1.1. For purposes of this Agreement, the term “Controlling Stockholder Majority” means holders of a majority of the Cardio Common Stock held by the Stockholders collectively immediately prior to each vote pursuant to Section 1.1. Until otherwise designated by a Controlling Stockholder Majority, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on is the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directorsApplicable Proxy. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election Notwithstanding anything to the Board contrary in this Agreement (including Section 2.2), during the Effective Period, the Principal Shareholders shall vote or act by written consent with respect to all Voting Securities Beneficially Owned by them against the Stockholders approval or adoption of all proposals and matters (including, without limitation, all Prohibited Actions) that would, if approved or adopted, have the effect of circumventing or rendering ineffective any provision of this Agreement, except as otherwise expressly provided in this Section 4.5. (b) shall vote Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during the Effective Period, at all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that times when any provision of the Certificate of Incorporation or Bylaws or any provision of Applicable Law, in each case concerning non-plurality voting in the election of Directors, and any related director resignation policies or procedures are entitled applicable to vote the Company, with respect to each election of Directors (except for the election of Directors in favor the Shareholder Nominee as a Director), the Principal Shareholders shall, and shall cause each of their respective Affiliates to, vote or, to the extent applicable, act, by written consent with respect to all of the Advance Designees Voting Securities Beneficially Owned by them in direct proportion to the votes cast or written consents delivered by all other holders of Voting Securities who are not Affiliates of the Company with respect to each of the Director nominees recommended by the Nominating and Governance Committee of the Board and nominated by the Board. (c) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during the Effective Period, with respect to each of the matters set forth below that is submitted to the shareholders of the Company for approval or adoption under Applicable Law and/or the Company’s Certificate of Incorporation and Bylaws, (x) the Principal Shareholders and their respective Affiliates may vote or act by written consent with respect to all of the Voting Securities Beneficially Owned by them up to the Maximum Unrestricted Voting Percentage in their sole discretion “for” or “against” or “abstaining” from the resolution on such matters and (y) the Principal Shareholders shall, and shall cause each of their respective Affiliates to vote or, to the extent applicable, act, by written consent with respect to all of the Voting Securities Beneficially Owned by them in excess of the Maximum Unrestricted Voting Percentage only in direct proportion to the votes cast or written consents delivered by all other holders of Voting Securities who are not Affiliates of the Company on such matter: (i) any Business Combination that has been approved or recommended by a majority of the Board; (ii) any transaction or approval brought before the holders of Company Common Stock which would involve the Company changing the nature of its business as conducted on the date hereof; (iii) any increase in the number of shares of Capital Stock of the Company authorized in the Certificate of Incorporation, or the creation of any new class or series of Capital Stock of the Company which increase or creation requires the approval or adoption of the shareholders of the Company under Applicable Law or the Certificate of Incorporation or Bylaws, in any such case to the extent such increase or creation is in connection with any election Business Combination or anti-takeover matter approved by a majority of Directors to the Board, whether at a meeting ; (iv) any issuance of stockholders equity securities of the Company in one transaction or through a series of related transactions that requires the solicitation approval of a written consent of stockholders the shareholders of the Company (whether under Applicable Law and/or the Certificate of Incorporation or Bylaws, to the extent such issuance is in connection with any individual class of stock Business Combination, or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one anti-takeover matter approved by a majority of the Directors nominated Board; and (v) any amendment of the Company’s Certificate of Incorporation or Bylaws relating to any of the Board matters referred to on Schedule 2.2(a)(ii) hereto that are is either proposed or recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so and approved by the Board Board. (d) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), the Principal Shareholders and ▇▇▇▇▇▇▇’▇ obligations their Affiliates may vote, act by written consent, initiate, make, propose or participate in any manner any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or consents or authorizations with respect to any Voting Securities, whether subject to or exempt from Regulation 14A under the Exchange Act, or advise, encourage or influence any Person with respect to the voting of any Voting Securities, in each case with respect to the matters relating to the rights of the Principal Shareholders set forth in this Article IV, including (i) the election of the Shareholder Nominee as a Director or the removal of the Shareholder Nominee from the Board and (ii) any amendment of the Company’s Certificate of Incorporation or Bylaws that would, if approved or adopted, have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement (it being acknowledged and agreed that the mere proposed adoption or repeal by the Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule 2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement). (e) Subject to the prohibitions set forth in Section 1.1 2.2 and this Section 4.5, the Principal Shareholders may at their option, vote or act by written consent with respect to an Advance Designee shall apply all of the shares of Voting Securities Beneficially Owned by them in their sole discretion with respect to all other matters. (f) During the Effective Period, other than with respect to any such alternative Advance Designee until such time as Prohibited Actions, or any other proposal or matter that would, if approved or adopted, have the effect of circumventing or rendering ineffective any provision of this Agreement, the Principal Shareholders shall be present in person or represented by proxy or corporate representative at all Advance Designees have been elected to the Board. Advance will not, without the consent annual and special meetings of ▇▇▇▇▇▇▇, nominate or vote for any person as a director shareholders of the Company who is not an Advance Designee to the extent necessary so that all Voting Securities Beneficially Owned by them shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares to the extent required in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors4.5. 1.2 Advance (ag) shallDuring the Effective Period, subject the Board shall not, and shall not recommend or propose to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders shareholders of the Company to, approve or through adopt any amendment of the solicitation Company’s Certificate of a written consent Incorporation or Bylaws, or take any other actions that would, if approved or adopted, have the effect of stockholders circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement (it being hereby acknowledged and agreed that the proposed adoption or repeal by the Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule 2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement). (h) Notwithstanding any other provisions in this Agreement, the Principal Shareholders shall vote all Voting Securities held by them to make any changes as are necessary or desirable to amend the Certificate of Incorporation and Bylaws of the Company (whether of to remove any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and inconsistency between such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, documents and the matters described in Section 1.5 (the “Advance Matters”)provisions of this Agreement. 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election Notwithstanding anything to the Board contrary in this Agreement (including Section 2.2), during the Effective Period, the Principal Shareholders shall vote or act by written consent with respect to all Voting Securities Beneficially Owned by them against the Stockholders approval or adoption of all proposals and matters (including, without limitation, all Prohibited Actions) that would, if approved or adopted, have the effect of circumventing or rendering ineffective any provision of this Agreement, except as otherwise expressly provided in this Section 4.5. (b) shall vote Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during the Effective Period, at all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that times when any provision of the Certificate of Incorporation or Bylaws or any provision of Applicable Law, in each case concerning non-plurality voting in the election of Directors, and any related director resignation policies or procedures are entitled applicable to vote the Company, with respect to each election of Directors (except for the election of Directors in favor the Shareholder Nominee as a Director), the Principal Shareholders shall, and shall cause each of their respective Affiliates to, vote or, to the extent applicable, act, by written consent with respect to all of the Advance Designees Voting Securities Beneficially Owned by them in direct proportion to the votes cast or written consents delivered by all other holders of Voting Securities who are not Affiliates of the Company with respect to each of the Director nominees recommended by the Nominating and Governance Committee of the Board and nominated by the Board. (c) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), during the Effective Period, with respect to each of the matters set forth below that is submitted to the shareholders of the Company for approval or adoption under Applicable Law and/or the Company’s Certificate of Incorporation and Bylaws, (x) the Principal Shareholders and their respective Affiliates may vote or act by written consent with respect to all of the Voting Securities Beneficially Owned by them up to the Maximum Unrestricted Voting Percentage in their sole discretion “for” or “against” or “abstaining” from the resolution on such matters and (y) the Principal Shareholders shall, and shall cause each of their respective Affiliates to vote or, to the extent applicable, act, by written consent with respect to all of the Voting Securities Beneficially Owned by them in excess of the Maximum Unrestricted Voting Percentage only in direct proportion to the votes cast or written consents delivered by all other holders of Voting Securities who are not Affiliates of the Company on such matter: (i) any Business Combination that has been approved or recommended by a majority of the Board; (ii) any transaction or approval brought before the holders of Company Common Stock which would involve the Company changing the nature of its business as conducted on the date hereof; (iii) any increase in the number of shares of Capital Stock of the Company authorized in the Certificate of Incorporation, or the creation of any new class or series of Capital Stock of the Company which increase or creation requires the approval or adoption of the shareholders of the Company under Applicable Law or the Certificate of Incorporation or Bylaws, in any such case to the extent such increase or creation is in connection with any election Business Combination or anti-takeover matter approved by a majority of Directors to the Board, whether at a meeting ; (iv) any issuance of stockholders equity securities of the Company in one transaction or through a series of related transactions that requires the solicitation approval of a written consent of stockholders the shareholders of the Company (whether under Applicable Law and/or the Certificate of Incorporation or Bylaws, to the extent such issuance is in connection with any individual class of stock Business Combination, or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one anti-takeover matter approved by a majority of the Directors nominated Board; and (v) any amendment of the Company’s Certificate of Incorporation or Bylaws relating to any of the Board matters referred to on Schedule 2.2(a)(ii) hereto that are is either proposed or recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so and approved by the Board Board. (d) Notwithstanding anything to the contrary in this Agreement (including Section 2.2), the Principal Shareholders and ▇▇▇▇▇▇▇’▇ obligations their Affiliates may vote, act by written consent, initiate, make, propose or participate in any manner any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or consents or authorizations with respect to any Voting Securities, whether subject to or exempt from Regulation 14A under the Exchange Act, or advise, encourage or influence any Person with respect to the voting of any Voting Securities, in each case with respect to the matters relating to the rights of the Principal Shareholders set forth in this Article IV, including (i) the election of the Shareholder Nominee as a Director or the removal of the Shareholder Nominee from the Board and (ii) any amendment of the Company’s Certificate of Incorporation or Bylaws that would, if approved or adopted, have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement (it being acknowledged and agreed that the mere proposed adoption or repeal by the Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule 2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement). (e) Subject to the prohibitions set forth in Section 1.1 2.2, Section 2.3 and this Section 4.5, the Principal Shareholders may at their option, vote or act by written consent with respect to an Advance Designee shall apply all of the shares of Voting Securities Beneficially Owned by them in their sole discretion with respect to all other matters. (f) During the Effective Period, other than with respect to any such alternative Advance Designee until such time as Prohibited Actions, or any other proposal or matter that would, if approved or adopted, have the effect of circumventing or rendering ineffective any provision of this Agreement, the Principal Shareholders shall be present in person or represented by proxy or corporate representative at all Advance Designees have been elected to the Board. Advance will not, without the consent annual and special meetings of ▇▇▇▇▇▇▇, nominate or vote for any person as a director shareholders of the Company who is not an Advance Designee to the extent necessary so that all Voting Securities Beneficially Owned by them shall be counted as present for the purpose of determining the presence of a quorum at such meeting and to vote such shares to the extent required in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors4.5. 1.2 Advance (ag) shallDuring the Effective Period, subject the Board shall not, and shall not recommend or propose to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders shareholders of the Company to, approve or through adopt any amendment of the solicitation Company’s Certificate of a written consent Incorporation or Bylaws, or take any other actions that would, if approved or adopted, have the effect of stockholders circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement (it being hereby acknowledged and agreed that the proposed adoption or repeal by the Directors of any of the Certificate of Incorporation or Bylaw provisions set forth on Schedule 2.2(a)(ii) hereto or the incurrence of any debt or the creation or authorization of any class or series of Capital Stock of the Company, in and of itself, shall not be deemed to have the effect of circumventing or rendering ineffective any rights of the Principal Shareholders under this Agreement). (h) Notwithstanding any other provisions in this Agreement, the Principal Shareholders shall vote all Voting Securities held by them to make any changes as are necessary or desirable to amend the Certificate of Incorporation and Bylaws of the Company (whether of to remove any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and inconsistency between such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, documents and the matters described in Section 1.5 (the “Advance Matters”)provisions of this Agreement. 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts For so long as Advance has the right to cause nominate individuals nominated or identified by Advance to be directors (“Directors”) on the board of directors (the “Board”) of the Company (the “Advance Designees”), ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause the Advance Designees to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together), then Advance shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for such Mutual Matter in a manner consistent with how Advance and ▇▇▇▇▇▇▇ have mutually agreed the vote for such Mutual Matter shall be cast. If ▇▇▇▇▇▇▇ and Advance, each acting reasonably, cannot agree on the exercise of Advance’s right to approve a Mutual Matter, then Advance shall be permitted to exercise its right to approve a Mutual Matter in its sole discretion. The following matters are the “Mutual Matters”: (a) (x) any issuances of Equity Securities of the Company, which in the aggregate represent (or are securities that are convertible into or exercisable or exchangeable for Equity Securities that represent) more than 10% of the voting power of the Equity Securities beneficially owned by Advance (and its Permitted Transferees) as of and upon the closing of the Public Offering, as set forth in the final prospectus related thereto (after giving effect to any exercise of the underwriters’ over-allotment option), or (y) the establishment of any new class of Equity Securities; provided that the separate approval of Advance shall not be necessary for the issuance of Equity Securities issuable upon the conversion of convertible Equity Securities previously approved by Advance under this sub-clause (a)(x); and provided, further, that the approval of Advance shall not be required for (i) the issuance of Equity Securities to be issued to employees of the Company pursuant to a customary employee stock purchase plan or similar stock purchase program or employee equity plan that are consistent with equity burn rates for publicly traded companies in the Company’s industry, or (ii) the issuance of compensatory Equity Securities to ▇▇▇▇▇▇▇, in each case of clauses (i) and (ii), that are approved by the Company’s compensation committee; (b) any amendments to the Governing Documents that would adversely impact Advance’s rights thereunder; (c) (i) a Change of Control of the Company or (ii) any other merger, consolidation, business combination, sale or acquisition of the Company with or into a Person other than the Company and its subsidiaries, that results in changes in the rights or preferences of the holders of Equity Securities; (d) the liquidation, dissolution, or winding up of the business operations of the Company; (e) the submission to any of the Company’s stockholders of any proposal to effect the conversion of all then-outstanding shares of Class C Common Stock into an equivalent number of fully paid and nonassessable shares of Class A Common Stock, pursuant to Section 7.3 of Part A of Article V of the PubCo Charter or otherwise; and (f) any other matters that require the approval of Advance as may be included, from time to time, in the Governing Documents and/or an agreement among the stockholders of the Company entered into at the time of or following the Public Offering. 1.5 Notwithstanding anything to the contrary in Section 1.4, for the avoidance of doubt, ▇▇▇▇▇▇▇ shall not have any prior approval or voting rights with respect to the Shares for the following Advance Matters, for which Advance shall retain the approval and voting rights in respect of the Shares: any action by the Company terminating, reducing or enlarging the responsibilities of, or electing, appointing or removing, the Chief Executive Officer of the Company. 1.6 The Company and ▇▇▇▇▇▇▇ will provide Advance with prompt written notice of any matter on which ▇▇▇▇▇▇▇ votes Shares along with a copy of the applicable written consent or minutes of the Company’s stockholders within five (5) Business Days of such vote.

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts Until such time as the Stockholder and the Parent in the aggregate first cease to cause individuals nominated or identified Beneficially Own at least ______ shares of Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by Advance the Purchase Agreement], each of the Parent and the Stockholder shall, on all matters to be directors (“Directors”) voted on by the holders of Securities, vote its shares of Restricted Securities in proportion to the votes cast by the other holders of Securities; PROVIDED, that each of the Parent and the Stockholder shall be entitled at all times to vote in accordance with the recommendation of the board of directors (the “Board”) of the Company (Company. Notwithstanding the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation foregoing, each of the Board to be nominated for election to Parent and the Board by the Stockholders and (b) shall vote Stockholder may cast any or all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors its votes in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 sole discretion with respect to an Advance Designee shall apply to the following matters: (i) any such alternative Advance Designee until such time Rule 13e-3 transaction (as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director defined in Rule 13e-3 of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 Exchange Act); (ii) any transaction or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election series of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters transactions submitted to a vote of the stockholders of the Company at pursuant to which any of the Specified Stockholders (A) seeks to increase its Beneficial Ownership of Securities, (B) is otherwise a meeting party to such transaction or series of stockholders transactions or through the solicitation (C) would obtain benefits (other than compensation benefits in respect of its employment or service as a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”director), excluding not shared pro rata by the matters described in Section 1.1, remainder of the matters defined holders of Company Common Stock; and (iii) any other matter (other than a matter proposed by the Stockholder or the Parent) submitted to the vote of the holders of Securities pursuant to which Restricted Securities Beneficially Owned by the Stockholder or its Affiliates will not be treated identically with all other Securities. (b) Until such time as Mutual Matters in Section 1.4, the Stockholder and the matters described Parent in Section 1.5 (the “Advance Matters”). 1.4 Prior aggregate cease to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise Beneficially Own at least _________ shares of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by the Purchase Agreement], neither the Parent nor the Stockholder shall, in connection with any matter as to which the proportional voting commitment of Section 3.2(a) is then applicable to the Parent and the Stockholder, (i) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules under the Exchange Act) Securities with respect to such matter or (ii) seek to advise, encourage or influence any person or entity with respect to the voting of any Securities with respect to such matter. (c) QUORUM. Until such time as the Stockholder and the Parent in the aggregate cease to Beneficially Own at a least ______ shares of Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by the Purchase Agreement], the Parent and the Stockholder shall take all action within their respective control to be present, in person or by proxy, at any meeting of stockholders or through shareholders of the solicitation Company so that all Restricted Securities may be counted for the purpose of determining the existence of a written consent of stockholders (whether of any individual class of stock or of multiple classes ofquorum at such meeting.

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts From and after the Exchange Date and until the Voting Agreement Termination Date, on any matter coming before the stockholders of the Company for a vote from time to cause individuals nominated time (whether at a meeting or identified by Advance written consent), the Stockholder Group may vote at its discretion up to that number of Voting Securities that represents up to a maximum of 41.9% of the total votes entitled to be cast on such matter, irrespective of whether the Stockholder Group owns Voting Securities in excess of such amount on the relevant record date. With respect to any Voting Securities held by the Stockholder Group in excess of 41.9% of the total votes entitled to be cast on any matter coming before the stockholders of the Company for a vote from time to time (whether at a meeting or by written consent) (any such Voting Securities, “Excess Voting Securities”), the Stockholder Group shall vote such Excess Voting Securities (to the extent not already voted by the Board as proxy in accordance with Section 3.4), and such vote shall in any event be counted as if cast, in the same manner and proportion as the votes cast by the holders of Voting Securities other than the Stockholder Group. (b) Notwithstanding Section 3.2(a), until the third anniversary of the date of this Agreement, the Stockholder Group shall vote all Voting Securities owned by it that are not Excess Voting Securities in favor of three director nominees who qualify as independent directors under the Corporate Governance Listing Standards of the New York Stock Exchange (“DirectorsNYSE”) recommended by the Board as in effect on the board of directors date hereof (the “Current Board”) or a successor Board, a majority of whose members have been approved by a majority of the Current Board or successors approved by the Current Board. (c) For the avoidance of doubt, if subsequent to the date of this Agreement any Voting Securities are (i) acquired by the Stockholder Group pursuant to the transactions contemplated by the Investor Unit Purchase Agreement, (ii) acquired by the Stockholder Group from the Company pursuant to the Top Up Rights, (iii) acquired by the Stockholder Group in the open market or otherwise, (iv) issued to the Stockholder Group pursuant to the Management Agreement, or (v) issued by the Company to the Stockholder Group by reason of a stock dividend, stock split, consolidation, reclassification or similar transaction, then such Voting Securities shall be subject to the voting arrangements described in this Article III, unless the independent directors of the Company agree otherwise. (the “Advance Designees”d) to be elected as Directors by the Board In furtherance of this Section 3.2, iStar shall be, and receive the recommendation shall cause each member of the Board Stockholder Group to be nominated for election be, present in person or represented by proxy at all meetings of stockholders to the Board by extent necessary so that all Voting Securities of the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that Company as to which they are entitled to vote shall be counted as present for the election purpose of Directors determining the presence of a quorum at such meeting. (e) Notwithstanding any provision in favor this Agreement to the contrary, in the event of a breach by any member of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders Stockholder Group of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth arrangements described in this Section 1.1 with respect 3.3, the Company shall be entitled to seek an Advance Designee shall apply to injunction enjoining any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directorsbreach and requiring specific performance. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts With respect to cause individuals nominated or identified by Advance to be directors (“Directors”) on each election of Directors of the board Board, each holder of directors (the “Board”) voting securities of the Company shall vote at each meeting of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the “Advance Designees”authorized size of the Board at seven (7) Directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 8.1, and (iii) against any nominees not designated pursuant to Section 8.1. (b) Any Director designated pursuant to Section 8.1 may be removed from the Board, either for or without cause, only upon the vote or written consent of the Person or group of Persons then entitled to designate such Director pursuant to Section 8.1, and the Parties agree not to seek, vote for or otherwise effect the removal of any such Director without such vote or written consent. Any Person or group of Persons then entitled to designate any individual to be elected as Directors a Director on the Board shall have the exclusive right at any time or from time to time to remove any such Director occupying such position and to fill any vacancy caused by the Board death, disability, retirement, resignation or removal of any Director occupying such position or any other vacancy therein, and receive the recommendation each other Party agrees to cooperate with such Person or group of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees Persons in connection with any election the exercise of Directors such right to update the Board, whether at a meeting register of stockholders directors of the Company within ten (10) Business Days upon receipt of the written notification from the Person or through the solicitation group of a written consent Persons then entitled to designate such Director. Each holder of stockholders voting securities of the Company (whether of any individual class of stock or of multiple classes of stock agrees to always vote such holder’s respective voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders securities of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders members of the Company at (and given written consents in lieu thereof) in support of the foregoing. (c) Upon a meeting of stockholders removal or through the solicitation of a written consent of stockholders (whether replacement of any individual class director from the Board in accordance with Section 8.1, the Company agrees to take such action, and each other Party hereto agrees to take such action, as is necessary to cause the removal of stock or of multiple classes ofsuch director from each Subsidiary Board.

Voting Arrangements. 1.1 Each Stockholder shall vote all of the respective shares of Common Stock over which such Stockholder has voting control and shall take all other necessary or desirable actions within such respective Stockholder’s control (including in his or her capacity as a stockholder, trustee or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and/or execution of written consents in lieu of meetings) to vote all such shares of Common Stock so that: (a) any persons nominated for election to the Board of Directors of Phage (the “Board”) by the Board’s Nominating Committee shall be elected to the Board, and, in the event that any such director elected by the Stockholders for any reason ceases to serve as a member of the Board during his or her term of office, another nominee of the Board’s Nominating Committee shall be nominated and elected to fill the vacant directorship by the Stockholders; and (b) any vote in which the Stockholders are entitled to vote in connection with a Change in Control of Phage shall be in accordance with the directions of the members of the Board elected by the Stockholders. For the purposes of this Agreement, a Change in Control shall mean (x) any reorganization, consolidation, merger, readjustment or other transaction that results in the Stockholders ceasing to have the power to elect a majority of directors of the Board or the board of directors or other governing body of any entity surviving such transaction or, if such entity is a subsidiary of another entity, of such controlling entity, as the case may be, or (y) any sale of all or substantially all of the assets of Phage to any entity with respect to which the Stockholders do not possess the ability to elect a majority of the board of directors or other governing body of such entity. 1.2 In order to secure each Stockholder’s obligation to vote his or her shares of Common Stock in accordance with the provisions of Section 1.1, each Stockholder hereby appoints the person who is designated by the Controlling Stockholder Majority in connection with each vote pursuant to Section 1.1 hereof (such person, the “Applicable Proxy”), as his or her true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Stockholder’s shares of Common Stock for the election of directors and/or all such other matters in the manner expressly provided for in Section 1.1. The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement and will survive the death, incompetency and disability of each Stockholder. It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such shares of Common Stock with respect to the matters specified in, and in accordance with the provisions of, Section 1.1. For purposes of this Agreement, the term “Controlling Stockholder Majority” means holders of a majority of the Phage Common Stock held by the Stockholders collectively immediately prior to each vote pursuant to Section 1.1. Until otherwise designated by a Controlling Stockholder Majority, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on is the board of directors (the “Board”) of the Company (the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directorsApplicable Proxy. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”), excluding the matters described in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ (a) shall use his reasonable best efforts Until such time as the Stockholder and the Parent in the aggregate first cease to cause individuals nominated or identified Beneficially Own at least ______ shares of Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by Advance the Purchase Agreement], each of the Parent and the Stockholder shall, on all matters to be directors (“Directors”) voted on by the holders of Securities, vote its shares of Restricted Securities in proportion to the votes cast by the other holders of Securities; provided, that each of the Parent and the Stockholder shall be entitled at all times to vote in accordance with the recommendation of the board of directors (the “Board”) of the Company (Company. Notwithstanding the “Advance Designees”) to be elected as Directors by the Board and receive the recommendation foregoing, each of the Board to be nominated for election to Parent and the Board by the Stockholders and (b) shall vote Stockholder may cast any or all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors its votes in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable, in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 sole discretion with respect to an Advance Designee shall apply to the following matters: (i) any such alternative Advance Designee until such time Rule 13e-3 transaction (as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director defined in Rule 13e-3 of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 Exchange Act); (ii) any transaction or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election series of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ sole discretion, on all matters transactions submitted to a vote of the stockholders of the Company at pursuant to which any of the Specified Stockholders (A) seeks to increase its Beneficial Ownership of Securities, (B) is otherwise a meeting party to such transaction or series of stockholders transactions or through the solicitation (C) would obtain benefits (other than compensation benefits in respect of its employment or service as a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) (the “General Matters”director), excluding not shared pro rata by the matters described in Section 1.1, remainder of the matters defined holders of Company Common Stock; and (iii) any other matter (other than a matter proposed by the Stockholder or the Parent) submitted to the vote of the holders of Securities pursuant to which Restricted Securities Beneficially Owned by the Stockholder or its Affiliates will not be treated identically with all other Securities. (b) Until such time as Mutual Matters in Section 1.4, the Stockholder and the matters described Parent in Section 1.5 (the “Advance Matters”). 1.4 Prior aggregate cease to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed as to the exercise Beneficially Own at least _________ shares of Advance’s right to approve such Mutual Matter is submitted to a vote of stockholders Company Common Stock [5% of the Company at a meeting Common Stock outstanding after giving effect to the completion of stockholders the transactions contemplated by the Purchase Agreement], neither the Parent nor the Stockholder shall, in connection with any matter as to which the proportional voting commitment of Section 3.2(a) is then applicable to the Parent and the Stockholder, (i) make, or through in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote (as such terms are used in the solicitation of a written consent of stockholders proxy rules under the Exchange Act) Securities with respect to such matter or (whether ii) seek to advise, encourage or influence any person or entity with respect to the voting of any individual class of stock or of multiple classes ofSecurities with respect to such matter.

Voting Arrangements. 1.1 ▇▇▇▇▇▇▇ Stockholder hereby agrees that Proxyholder shall vote all shares of Class B Common Stock (a) shall use his reasonable best efforts to cause individuals nominated or identified by Advance to be directors (“Directors”) on as defined in the board of directors (the “Board”Charter) of the Company Company, which Stockholder now holds, directly or indirectly, or hereafter acquires or as to which Stockholder otherwise exercises voting or dispositive authority (together, all such shares referred to in this sentence, the “Advance DesigneesShares”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall vote all Equity Securities beneficially owned by ▇▇▇▇▇▇▇ that are entitled to vote for the election of Directors in favor of the Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the Advance Designees are reasonably acceptable to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall notify Advance of such acceptance (or rejection) of any Advance Designee, if applicable), in sufficient time for Advance to designate an alternative Advance Designee to be included as one of the Directors nominated to the Board that are recommended by the Board for election as Directors at each applicable annual or special meeting of stockholders at which Directors are to be elected. In the event that the Board fails to approve the nomination of any Advance Designee pursuant to its nomination procedures required by applicable Law, Advance shall have the right to designate one or more alternative Advance Designees for consideration until such nominee is so approved by the Board and ▇▇▇▇▇▇▇’▇ obligations as set forth in this Section 1.1 with respect to an Advance Designee shall apply to any such alternative Advance Designee until such time as all Advance Designees have been elected to the Board. Advance will not, without the consent of ▇▇▇▇▇▇▇, nominate or vote for any person as a director of the Company who is not an Advance Designee in accordance with this Section 1.1, a ▇▇▇▇▇▇▇ Nominee in accordance with Section 1.2 or who has not been nominated by the then incumbent directors. 1.2 Advance (a) shall, subject to the election of the Advance Designees to the Board, use its reasonable best efforts to cause the candidates nominated or identified by ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ Nominees”) to be elected as Directors by the Board and receive the recommendation of the Board to be nominated for election to the Board by the Stockholders and (b) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote all Shares that are entitled to vote for the election of Directors in favor of the ▇▇▇▇▇▇▇ Nominees and Advance Designees in connection with any election of Directors to the Board, whether at a meeting of stockholders of the Company or through the solicitation of a written consent of stockholders of the Company (whether of any individual class of stock or of multiple classes of stock voting together) for the election of directors; provided that in each case, the ▇▇▇▇▇▇▇ Nominees are reasonably acceptable to Advance or Advance shall have notified ▇▇▇▇▇▇▇ of any rejection of a ▇▇▇▇▇▇▇ Nominee, if applicable, in sufficient time for ▇▇▇▇▇▇▇ to designate an alternative ▇▇▇▇▇▇▇ Nominee to be included for election to the Board and such alternative ▇▇▇▇▇▇▇ Nominee is reasonably acceptable to Advance. 1.3 In addition and subject to Section 1.2, following the Public Offering, ▇▇▇▇▇▇▇ shall have the right to vote all the Shares in ▇▇▇▇▇▇▇’▇ Proxyholder’s sole discretion, on all matters submitted to a vote of stockholders of the Company at a an annual or special meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) other than with respect to the following matters (together, the “Excepted Matters”): (a) any amendment, restatement, alteration, repeal or waiver of any provision of the Company’s Second Amended and Restated Certificate of Incorporation, as such may be amended from time to time (the “General MattersCharter”) or the Bylaws of the Company, as such may be amended from time to time (the “Bylaws”), excluding if such action would disproportionately and adversely impact Stockholder, as compared to other holders of the matters described same class(es) of capital stock of the Company and (b) any other matter the outcome of the vote on which would disproportionately and adversely impact Stockholder, as compared to other holders of the same class(es) of capital stock of the Company. With respect to the Excepted Matters, Stockholder shall have the right to (x) instruct Proxyholder in Section 1.1, the matters defined as Mutual Matters in Section 1.4, and the matters described in Section 1.5 (the “Advance Matters”). 1.4 Prior to Advance exercising any rights it may have under the Governing Documents, or otherwise, to approve a Mutual Matter (as defined below), Advance and ▇▇▇▇▇▇▇ shall use their respective reasonable efforts to mutually agree upon how Advance shall exercise such right; provided that if any Mutual Matter for which Advance and ▇▇▇▇▇▇▇ have mutually agreed writing as to the exercise of Advance’s manner in which the Shares shall be voted or (y) vote the Shares in person or by action by written consent, as applicable, in which case Stockholder shall notify Proxyholder in writing that Stockholder intends to so vote. In addition, Proxyholder shall not have any right to approve such Mutual Matter is submitted waive notice by the Company to a vote Stockholder. Such instruction or notice shall be provided to Proxyholder at least five (5) days prior to the date of any meeting of stockholders at which such matter is to be voted upon or as promptly as reasonably practicable upon Stockholder becoming aware that such matter is to be acted upon by written consent. In the event that Stockholder does not so instruct Proxyholder or notify Proxyholder of Stockholder’s intention to so vote or act by written consent, Proxyholder shall abstain from voting the Shares in respect of such Excepted Matters. Except as expressly set forth in this Agreement, Stockholder shall retain all rights as a stockholder of the Company at under the General Corporation Law of the State of Delaware, including, without limitation, with respect to any appraisal rights (to the extent applicable and not otherwise waived or subsumed by a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes ofmatter over which Proxyholder is otherwise entitled to exercise pursuant to this Agreement).