Common use of Voting Covenant Clause in Contracts

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of such Stockholder, intended or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect the Merger or any of the other Transactions or this Agreement. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.1.

Voting Covenant. During (i) In the Support Periodevent that under Applicable Law or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, Stockholder any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby irrevocably and unconditionally agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any annual or special time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, Shareholders and in connection with any written action proposed to be taken by written or consent of the stockholders of Shareholders with respect to any matter submitted to a vote or for action by the Company, such Stockholder shall, in each case Shareholders or requiring consent under the Shareholders’ Agreement. Subject to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be votedSection 6(b)(vi), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery to any such matter submitted to a vote or for action by the Company of Shareholders or requiring consent under the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofShareholders’ Agreement, and (ii) each of the other Transactions;Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (bvi) against any action or agreement thatNotwithstanding the terms of Section 6(b)(v), to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) none of the Company or any reorganizationof its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, recapitalization however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or liquidation to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the Company, (v) any change in a majority material terms and conditions of the board transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of directors having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the Company; and (vi) any other action which is, TPG Entities designated in writing to the knowledge Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such Stockholdertransaction, intended monitoring or would reasonably be expected similar fees are paid or payable by the Company and its Subsidiaries to impede, interfere with, delay, prevent the Apollo Entities or adversely affect the Merger TPG Entities or any of the other Transactions their respective affiliated investment funds or this Agreement. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” managers of this Section 4.1their affiliated investment funds.

Voting Covenant. During Each Company Stockholder hereby agrees, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and that (a) in connection with any action proposed to be taken by written consent of the stockholders of the CompanyCompany submitted to such Company Stockholder, such Company Stockholder shall, in each case to the fullest extent that such Company Stockholder’s Subject Securities Shares are entitled to vote thereon: (a) appear at each , duly execute and deliver such meeting or otherwise cause all such written consent with respect to its Subject Securities to be counted as present thereat for purposes of determining a quorumShares before any deadline reasonably requested by the Company; and (b) at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, such Company Stockholder shall, to the fullest extent that such Company Stockholder’s Subject Shares are entitled to vote thereon, cause such Company Stockholder’s Subject Shares to be present voted by granting and delivering a valid proxy or other instructions necessary to vote such Subject Shares at such meeting (or adjournment or postponement thereof), no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof), in person or by proxyeach case of the foregoing (a) and vote (or cause to be votedb), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parentas follows: (ai) in favor of (i) the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the Merger Agreement Mergers and the terms thereof, and transactions contemplated by the Merger Agreement; (ii) each of the other Transactionsagainst any Acquisition Proposal; (biii) against any action or agreement that, to the knowledge of such Stockholder, that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the conditions set forth Company in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateAgreement; and (civ) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of proposal involving the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of such Stockholder, intended or its Subsidiaries that would reasonably be expected to impedeprevent, interfere with, delay, prevent or adversely affect impair the Merger or any consummation of the other Transactions or this AgreementMergers. During the Support Period, Each Company Stockholder shall not enter into any agreement revoke or understanding modify the instructions granted pursuant to the immediately preceding sentence prior to the Expiration Time, except, in each case, as may be necessary to comply with any Person to vote the voting obligations set forth in Section 3.1 or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.13.2. Notwithstanding anything to the contrary in this Agreement, if at any time prior to the Expiration Time a Governmental Authority of competent jurisdiction enters an order restraining, enjoining or otherwise prohibiting a Company Stockholder from taking any action pursuant to Section 3.1 or this Section 3.2, then the obligations of such Company Stockholder set forth in Section 3.1 or this Section 3.2 shall be of no force and effect for so long as such order is in effect and solely to the extent such order restrains, enjoins or otherwise prohibits such Company Stockholder from taking any such action; provided, in each case, that such Company Stockholder shall have used its reasonable best efforts to prevent and avoid the entry of such order and to contest, eliminate or dissolve such order as promptly as practicable.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Specified Period, at any annual or special every meeting of the stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and in connection with any written action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent:Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so): (a) in favor of the approval and adoption (iin accordance with its terms) of the Merger Agreement, the Certificate of Merger, the execution Merger and delivery by the Company of Transactions (as defined in the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofAgreement), and (ii) each of the in any other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would matter that could reasonably be expected to result in any of facilitate the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateMerger; and (cb) against the following actions (other than the Merger and the other Transactions): (iA) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); including any Superior Proposal) and (iiB) (i) any amendment to the Company’s certificate of incorporation reorganization, recapitalization, dissolution or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) liquidation of the Company or any reorganization, recapitalization or liquidation Subsidiary of the Company, (v) any change in a majority of the board of directors of the Company; Company and (viii) any other action which isaction, to the knowledge in each case in subclauses (i) and (ii) of such Stockholderthis clause (B) that is intended, intended or would that could reasonably be expected expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Merger or any of the other Transactions or this Agreement(the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). During the Support Specified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses clause “(a)”, ” or clause “(b)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or “understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (c)” 2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. Notwithstanding this Section 4.1.3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on the date hereof (the "Other Voting Agreements"), shall collectively vote an aggregate number of shares of Company Common Stock equal to thirty

Voting Covenant. During the Support Period, Supporting Stockholder hereby irrevocably and unconditionally agrees that, during the Support Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Supporting Stockholder shall, in each case to the fullest extent that such Supporting Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions; (b) against any action or agreement thatthat would (i) result in a breach of any representation, to warranty, covenant or obligation of the knowledge Company in the Merger Agreement or of such Stockholder, would reasonably be expected to Supporting Stockholder in this Agreement or (ii) result in any of the conditions set forth in Section 7 8 or Annex I of the Merger Agreement not being satisfied on or before the End Outside Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”)Alternative Proposal; (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, exclusive license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a the majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of such Stockholder, is intended or would reasonably be expected to impede, interfere with, delay, prevent postpone, discourage or adversely affect the Merger or any of the other Transactions or this Agreement. During the Support Period, Supporting Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.1.

Voting Covenant. During If, as of the Support Periodrecord date with respect to any meeting of the shareholders of the Company (however called) or any written action by consent of shareholders of the Company, Stockholder the Shareholders collectively Own issued and outstanding shares of Company common stock that, in the aggregate, exceed 15% of the total issued and outstanding shares of Company common stock as of such record date (the number of shares collectively Owned by the Shareholders as of such record date less the number of shares that equals 15% of the total issued and outstanding shares of Company common stock as of such record date being referred to herein as the “Excess Shares”), then each Shareholder hereby irrevocably and unconditionally agrees that, at any annual such meeting or special in any such consent, such Shareholder shall cause the number of Excess Shares Owned by such Shareholder to be voted in accordance with the recommendation of the Company’s Board of Directors. For example and not by way of limitation, if after the date of this Voting Agreement the Company’s Board of Directors recommends that shareholders of the Company vote in favor of a certain proposal to be presented at a shareholders’ meeting and against a certain other proposal to be presented at such meeting, then each Shareholder shall cause the number of Excess Shares with respect to that meeting Owned by such Shareholder to be voted in favor of the former proposal and against the latter proposal. With respect to any meeting of the stockholders shareholders of the Company (however called) or any written action by consent of shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed that portion of the Excess Shares deemed to be taken Owned by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to Shareholder shall be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery determined by the Company in good faith; provided, however, that the number of Excess Shares determined by the Company to be Owned by a Shareholder shall not exceed the number of issued and outstanding shares of Company common stock Owned by such Shareholder on the applicable record date. In addition, if some or all of the Merger Agreement issued and the adoption and approval outstanding shares of Company common stock Owned by a Shareholder as of the Merger Agreement and the terms thereof, and (ii) each applicable record date are owned of the other Transactions; (b) against any action record by one or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (more Persons other than the Merger and Shareholder, then the other Transactions): Company shall determine which (iif any) any Acquisition Proposal (provided, that for of the purposes shares owned of this clause all references to “20%” in the definition of Acquisition Transaction record by each such Person shall be included in that portion of the Excess Shares deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of Owned by such Stockholder, intended or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect the Merger or any of the other Transactions or this AgreementShareholder. During the Support Period, Stockholder No Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses “(a)”, “(b)” or “(c)” the foregoing provisions of this Section 4.12.1. For the avoidance of doubt, the determination by the Company of the number of Excess Shares Owned by a Shareholder shall be made for the purposes of this Voting Agreement only and not for any other purpose.

Voting Covenant. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such unless otherwise directed in writing by ▇▇▇▇▇, Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: shall (ai) appear (in person or by proxy) at each such meeting or otherwise cause all such of the Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of determining calculating a quorum; quorum and (bii) be present (in person or by proxy) and vote (or cause the Subject Securities with respect to which Stockholder has voting rights to be voted), or and shall duly execute and deliver (or cause any written consent of stockholders of the Company with respect to the Subject Securities with respect to which Stockholder has voting rights to be delivered) a written consent with respect tovoted, all of its Subject Securities, and unless otherwise directed in writing by Parentas follows: (a) in favor of of: (ix) the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the terms thereof, holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (iiz) each of the other Transactionsactions contemplated by the Merger Agreement; (b) against any action or agreement that, to the knowledge of such Stockholder, that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the conditions set forth Company in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateAgreement; and (c) against each of the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (providedextraordinary corporate transaction, that for such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the purposes Company or any of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”)its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (iiivi) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vivii) any other action which isis intended, to the knowledge of such Stockholder, intended or would reasonably be expected expected, to impede, interfere with, delay, prevent postpone, discourage or adversely affect the Merger or any of the other Transactions or this Agreement. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.1Transactions.

Voting Covenant. During Without in any way limiting Stockholder’s right to (a) vote in his or her capacity as a director of the Company or (b) vote his or her Subject Securities in his or her sole discretion on any other matters not set forth in this Section 3 that may be submitted to a stockholder vote, consent or other approval, at any annual, special meeting of stockholders of the Company including the Company Stockholder Meeting, however called, including any adjournment or postponement thereof, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, including the Company Stockholder Meeting, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereonbe voted therein: (a1) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b2) be present (in person or by proxy) and vote (or cause to be voted), ) or deliver (or cause to be delivered) a written consent with respect to, to all of its the Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and ; (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement, the Merger and any other matters necessary to effect the Merger; (iii) each of the other Transactionstransactions contemplated by the Merger Agreement; and (iv) any other transaction pursuant to which Parent or any Subsidiary thereof proposes to acquire the Company in which the stockholders of the Company would receive aggregate consideration per share equal to or greater than the consideration to be received by stockholders of the Company in the Merger; (b) against any action or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of such Stockholder, is intended or would reasonably be expected to impede, delay, postpone, interfere with, delaynullify, prevent or adversely affect in any material respect the Merger or this Agreement, including (i) any other extraordinary corporate transaction, including any proposal of any Person (other than Parent and Merger Sub) to acquire the Company or all or substantially all of the assets thereof, (ii) any amendment to the certificate of incorporation or bylaws of the Company, (iii) any material change to the capitalization of the Company, (iv) any change in a majority of the directors of the Company Board and (v) any action, proposal, or agreement that would reasonably be expected to result in the any breach of any covenant, representation or warranty or any other Transactions obligation or agreement under the Merger Agreement or this Agreement; and (c) against any Alternative Transaction and any action in furtherance of any Alternative Transaction. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.13.1.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Specified Period, at any annual or special every meeting of the stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and in connection with any written action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent:Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so): (a) in favor of the approval and adoption (iin accordance with its terms) of the Merger Agreement, the Certificate of Merger, the execution Merger and delivery by the Company of Transactions (as defined in the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofAgreement), and (ii) each of the in any other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would matter that could reasonably be expected to result in any of facilitate the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateMerger; and (cb) against the following actions (other than the Merger and the other Transactions): (iA) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); including any Superior Proposal) and (iiB) (i) any amendment to the Company’s certificate of incorporation reorganization, recapitalization, dissolution or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) liquidation of the Company or any reorganization, recapitalization or liquidation Subsidiary of the Company, (v) any change in a majority of the board of directors of the Company; Company and (viii) any other action which isaction, to the knowledge in each case in subclauses (i) and (ii) of such Stockholderthis clause (B) that is intended, intended or would that could reasonably be expected expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Merger or any of the other Transactions or this Agreement(the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). During the Support Specified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses clause “(a)”, ” or clause “(b)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or “understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (c)” 2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. This Agreement shall not amend, revise, modify or alter the rights and interests of the Stockholder in that certain Voting Agreement, dated as of November 17, 2011, made by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, including the right of the Stockholder to determine how to vote with respect to the matters set forth in Section 2.1(b) therein, except to the extent of the Covered Proposals. Notwithstanding this Section 4.1.3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger

Voting Covenant. During (i) In the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual event that under Applicable Law or special meeting of the stockholders terms of the Company, however called, including ’s or any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Subsidiary of the Company’s organizational documents, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) proposed action of the Company or any reorganization, recapitalization or liquidation of its Subsidiaries requires the affirmative vote of the Company, (v) any change in a majority Shareholders of the board of directors Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the SCL Consent Rights), each Shareholder that is a member of the CompanySCL Group hereby agrees that, for so long as the Investor Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by the Investor (in the Investor’s sole discretion); provided, however, that in no event shall the obligations of this Section 8(b)(i) be applicable to those matters that are subject to the SCL Consent Rights or otherwise impact in any way the SCL Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 8. (ii) By way of execution and (vi) any other action which isdelivery of this Agreement, each Shareholder that is a member of the SCL Group appoints and constitutes the Investor as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the knowledge Equity Securities of such Stockholder, intended Shareholder that is a member of the SCL Group on any action or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect proposed action of the Merger Company or any of its Subsidiaries on the other Transactions or matters of the type described in Section 8(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the SCL Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. During This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the Support Periodforegoing terms of Section 8(b)(i), Stockholder shall not enter into any agreement or understanding with any Person for so long as the Investor Minimum Ratio Condition is maintained, each Shareholder that is a member of the SCL Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 8(b)(i) and further agrees to waive any dissenters, appraisal or give instructions similar rights in connection with such matters to the extent voted on by the Investor and the Shareholders comprising the SCL Group. (iv) The terms of Section 8(b)(i), Section 8(b)(ii) and Section 8(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a manner inconsistent with clauses “(a)”, “(b)” or “(c)” member of this Section 4.1the SCL Group.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Specified Period, at any annual or special every meeting of the stockholders of the Company, however called, including any and at every adjournment or postponement thereof, and in connection with any written action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent:Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so): (a) in favor of the approval and adoption (iin accordance with its terms) of the Merger Agreement, the Certificate of Merger, the execution Merger and delivery by the Company of Transactions (as defined in the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofAgreement), and (ii) each of the in any other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would matter that could reasonably be expected to result in any of facilitate the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateMerger; and (cb) against the following actions (other than the Merger and the other Transactions): (iA) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); including any Superior Proposal) and (iiB) (i) any amendment to the Company’s certificate of incorporation reorganization, recapitalization, dissolution or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) liquidation of the Company or any reorganization, recapitalization or liquidation Subsidiary of the Company, (v) any change in a majority of the board of directors of the Company; Company and (viii) any other action which isaction, to the knowledge in each case in subclauses (i) and (ii) of such Stockholderthis clause (B) that is intended, intended or would that could reasonably be expected expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Merger or any of the other Transactions or this Agreement(the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). During the Support Specified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses clause “(a)”, ” or clause “(b)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or “understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (c)” 2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. Notwithstanding this Section 4.13.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on the date hereof (the “Other Voting Agreements”), shall collectively vote an aggregate number of shares of Company Common Stock equal to thirty percent (30%) of the total voting power of all of the outstanding shares of Company Common Stock as of the date on which such vote is taken, voting together as a single class, entitled to vote in respect of the Covered Proposals, as provided in Section 3.1(a) or (b), as the case may be, and the number of Subject Securities subject to this Voting Agreement and all Other Voting Agreements shall be reduced on a pro rata basis, and (y) Stockholder, in his or its sole discretion, shall be entitled to vote all of Stockholder’s remaining Subject Securities in any manner Stockholder chooses.

Voting Covenant. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such unless otherwise directed in writing by ▇▇▇▇▇, Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: shall (ai) appear (in person or by proxy) at each such meeting or otherwise cause all such of the Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of determining calculating a quorum; quorum and (bii) be present (in person or by proxy) and vote (or cause the Subject Securities with respect to which Stockholder has voting rights to be voted), or and shall duly execute and deliver (or cause any written consent of stockholders of the Company with respect to the Subject Securities with respect to which Stockholder has voting rights to be delivered) a written consent with respect tovoted, all of its Subject Securities, and unless otherwise directed in writing by Parentas follows: (a) in favor of of: (ix) the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the terms thereof, holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (iiz) each of the other Transactionsactions contemplated by the Merger Agreement; (b) against any action or agreement that, to the knowledge of such Stockholder, that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the conditions set forth Company in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End DateAgreement; and (c) against each of the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (providedextraordinary corporate transaction, that for such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the purposes Company or any of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”)its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (iiivi) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vivii) any other action which isis intended, to the knowledge of such Stockholder, intended or would reasonably be expected expected, to impede, interfere with, delay, prevent postpone, discourage or adversely affect the Merger or any of the other Transactions Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Stockholder to exercise any Company Warrants or other rights to acquire Common Stock; provided, however, that if Stockholder does elect to exercise any such Company Warrants or other rights to acquire Common Stock, the Common Stock received upon such exercise shall be subject to this Agreement. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.1.

Voting Covenant. During Without limiting the foregoing, during the Support Period, Stockholder hereby irrevocably the Shareholder agrees with Mallinckrodt plc, solely in its capacity as the Shareholder and unconditionally agrees thatsolely as long as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind, and/or direct the exercise of rights in respect of, the Shares, that it shall, (i) at any annual or special extraordinary general meeting of the stockholders shareholders of the Company, however called, including any adjournment or postponement thereof, and (ii) in connection with any action proposed to be taken by written consent of the stockholders shareholders of the Company, such Stockholder shalland (iii) in any other matter permitted by law, in each case of the foregoing cases, to the fullest extent that such Stockholderthe Shareholder’s Subject Securities Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) , be present (in person or by proxy) at each such meeting in respect of all of its Shares and vote (or cause to be voted)) all of its Shares at such meeting, or where action is proposed to be taken by written consent of the shareholders of the Company, deliver (or cause to be delivered) a written consent with respect to, to all of its Subject SecuritiesShares, and unless otherwise directed in writing by Parent: each of the foregoing cases: (aA) in favor of any matter requiring approval to the extent necessary to implement the Restructuring, (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions; (bB) against any action Alternative Transaction, (C) in favor of any proposal to adjourn or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in postpone any annual or extraordinary general meeting of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization shareholders of the Company to a later date if there are not sufficient votes to approve any matter in connection with the Restructuring, (D) against any resolution to change any constitutional documents of Mallinckrodt plc or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority composition of the board of directors of Mallinckrodt plc (or any other resolution directly or indirectly having such effect) not recommended by the board of directors of Mallinckrodt plc, and in favor of any resolution recommended by the board of directors of Mallinckrodt plc to re-elect any member of the board of directors of Mallinckrodt plc serving as at the date of this letter agreement (provided that the foregoing shall not obligate the Shareholder to vote in favor of any resolution to change any constitutional documents of Mallinckrodt plc or that directly or indirectly has such effect), and (E) in any other circumstances in which the Company reasonably requests cooperation in furtherance of the Restructuring (the “Voting Covenant”). In furtherance of and without limiting the Voting Covenant, the Shareholder shall vote or provide its written consent (as applicable) in accordance with the Voting Covenant and provide the Company with evidence of having so voted or consented, in each case no later than the earlier of ten (10) days before the deadline for any applicable vote or consent and two (2) days after being so requested by the Company; and (vi) any other action which is, to the knowledge of such Stockholder, intended or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect the Merger or any of the other Transactions or this Agreement. During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of this Section 4.1.

Voting Covenant. During If, as of the Support Periodrecord date with respect to any meeting of the shareholders of the Company (however called) or any written action by consent of shareholders of the Company, Stockholder the Shareholders collectively Own issued and outstanding shares of Company common stock that, in the aggregate, exceed 15% of the total issued and outstanding shares of Company common stock as of such record date (the number of shares collectively Owned by the Shareholders as of such record date less the number of shares that equals 15% of the total issued and outstanding shares of Company common stock as of such record date being referred to herein as the "Excess Shares"), then each Shareholder hereby irrevocably and unconditionally agrees that, at any annual such meeting or special in any such consent, such Shareholder shall cause the number of Excess Shares Owned by such Shareholder to be voted in accordance with the recommendation of the Company's Board of Directors. For example and not by way of limitation, if after the date of this Voting Agreement the Company's Board of Directors recommends that shareholders of the Company vote in favor of a certain proposal to be presented at a shareholders' meeting and against a certain other proposal to be presented at such meeting, then each Shareholder shall cause the number of Excess Shares with respect to that meeting Owned by such Shareholder to be voted in favor of the former proposal and against the latter proposal. With respect to any meeting of the stockholders shareholders of the Company (however called) or any written action by consent of shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed that portion of the Excess Shares deemed to be taken Owned by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to Shareholder shall be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery determined by the Company in good faith; provided, however, that the number of Excess Shares determined by the Company to be Owned by a Shareholder shall not exceed the number of issued and outstanding shares of Company common stock Owned by such Shareholder on the applicable record date. In addition, if some or all of the Merger Agreement issued and the adoption and approval outstanding shares of Company common stock Owned by a Shareholder as of the Merger Agreement and the terms thereof, and (ii) each applicable record date are owned of the other Transactions; (b) against any action record by one or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (more Persons other than the Merger and Shareholder, then the other Transactions): Company shall determine which (iif any) any Acquisition Proposal (provided, that for of the purposes shares owned of this clause all references to “20%” in the definition of Acquisition Transaction record by each such Person shall be included in that portion of the Excess Shares deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the Company, (v) any change in a majority of the board of directors of the Company; and (vi) any other action which is, to the knowledge of Owned by such Stockholder, intended or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect the Merger or any of the other Transactions or this AgreementShareholder. During the Support Period, Stockholder No Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses “(a)”, “(b)” or “(c)” the foregoing provisions of this Section 4.12. 1. For the avoidance of doubt, the determination by the Company of the number of Excess Shares Owned by a Shareholder shall be made for the purposes of this Voting Agreement only and not for any other purpose.

Voting Covenant. During (i) In the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual event that under Applicable Law or special meeting of the stockholders terms of the Company, however called, including ’s or any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Subsidiary of the Company’s organizational documents, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions; (b) against any action or agreement that, to the knowledge of such Stockholder, would reasonably be expected to result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the other Transactions): (i) any Acquisition Proposal (provided, that for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) proposed action of the Company or any reorganization, recapitalization or liquidation of its Subsidiaries requires the affirmative vote of the Company, (v) any change in a majority Shareholders of the board of directors Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the SCL Consent Rights), each Shareholder that is a member of the CompanySCL Group hereby agrees that, for so long as the Investor Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by the Investor (in the Investor’s sole discretion); provided, however, that in no event shall the obligations of this Section 8(b)(i) be applicable to those matters that are subject to the SCL Consent Rights or otherwise impact in any way the SCL Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 8. (ii) By way of execution and (vi) any other action which isdelivery of this Agreement, each Shareholder that is a member of the SCL Group appoints and constitutes the Investor as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the knowledge Equity Securities of such Stockholder, intended Shareholder that is a member of the SCL Group on any action or would reasonably be expected to impede, interfere with, delay, prevent or adversely affect proposed action of the Merger Company or any of its Subsidiaries on the other Transactions or matters of the type described in Section 8(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the SCL Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. During This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the Support Periodforegoing terms of Section 8(b)(i), Stockholder shall not enter into any agreement or understanding with any Person for so long as the Investor Minimum Ratio Condition is maintained, each Shareholder that is a member of the SCL Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 8(b)(i) and further agrees to waive any dissenters, appraisal or give instructions similar rights in a manner inconsistent connection with clauses “(a)”, “(b)” or “(c)” of this Section 4.1such matters to the extent voted on by the Investor and the Shareholders comprising the SCL Group.