Common use of Voting of Shares Clause in Contracts

Voting of Shares. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder will vote, or cause to be voted, all of his, her or its respective Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares.

Voting of Shares. Each Stockholder covenants and hereby irrevocably agrees that from the date hereof until the termination of this Agreement in accordance with pursuant to Section 3.1 (the terms hereof“Term”), at the Company Meeting or any other meeting of the stockholders of the Company, Company however called, called and in any action by written consent of the stockholders of the Company, such in each case prior to the Effective Time, Stockholder will shall vote (or direct the record owner of Stockholder’s Shares to vote, or cause to be voted, all of his, her or its respective ) Stockholder’s Shares (ai) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval of the Merger and the adoption of the Merger Agreement and the Mergerother transactions contemplated thereby; (ii) if so directed by Parent, against any Takeover Proposal (as defined in the Merger Agreement) and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and (iii) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the stockholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Stockholder’s Shares directly. Each Stockholder acknowledges receipt hereby agrees to permit Parent and review of a copy the Company to publish and disclose in any materials delivered to the stockholders of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled Company in connection with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable Stockholder’s identity and shall not be terminated by operation ownership of law or otherwise upon Company Common Stock and the occurrence nature of any event Stockholder’s commitments, arrangements and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of understandings under this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares.

Voting of Shares. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or (a) At any other meeting of the stockholders of the Company, however called, Company and in connection with any proposed action by written consent of the stockholders of the Company, in each case where the record date therefor occurs during the Restricted Period, (i) each Stockholder shall, and shall cause the Specified Entities to, with respect to each such meeting of stockholders of the Company, attend in person or by proxy with respect to all Shares over which such Stockholder, or any Specified Entity, has Voting Power for purposes of establishing a quorum, (ii) each Stockholder will voteshall, and shall cause the Specified Entities to, vote or cause to be voted, or otherwise act or cause an action to be taken with respect to, all of hissuch Stockholder’s Excess Shares, her if any, in the manner determined by the Voting Committee, so long as the Voting Committee’s determination is communicated to such Stockholder at least three (3) Business Days prior to the applicable meeting or its respective Shares (a) in favor of adoption the last day for the taking of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholdersproposed action, and (biii) against any other Alternative Transaction. In additioneach Stockholder may vote or otherwise act or cause to be voted or for action to be taken with respect to, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, all of such Stockholder's vote ’s Voting Power (other than the Voting Power represented by the Excess Shares) in favor such Stockholder’s discretion. If as of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior record date with respect to any vote contemplated meeting of stockholders or other proposed action by stockholders, the first sentence Stockholders Voting Percentage exceeds 12.5%, the “Excess Shares” of this Section 1each Stockholder and Specified Entity shall be, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such meeting or other proposed action, a number of Shares shall be given equal to the product of (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf i) the number of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given Shares then beneficially owned by such Stockholder or Specified Entity, as applicable, and (ii) a fraction the numerator of which shall be the amount by which the Stockholders Voting Percentage exceeds 12.5% and the denominator of which shall be the Stockholders Voting Percentage; if as of the record date with respect to any meeting of stockholders or other proposed action by stockholders, the Stockholders Voting Percentage is equal to or less than 12.5%, the “Excess Shares” shall be zero for all Stockholders and Specified Entities.

Voting of Shares. Each Stockholder covenants a. In the event that, pursuant to Section 6.16 of the Merger Agreement, Parent has obtained a determination from the Toronto Stock Exchange that the Parent Unitholder Consent is required and agrees may be obtained by an action by written consent, then BAM shall deliver such written consent to the Company and the Toronto Stock Exchange promptly, and in any event within five (5) Business Days, following such determination. In the event that, pursuant to Section 6.16 of the Merger Agreement, Parent has been unable to obtain from the Toronto Stock Exchange a determination, within twenty (20) Business Days following the date hereof, that either (i) the Parent Unitholder Consent may be obtained by an action by written consent or (ii) the Parent Unitholder Consent is not required, then, from the date hereof and continuing until the termination of this Agreement in accordance with the terms hereofExpiration Date (as defined below), at the Company Parent Unitholder Meeting or any and at every other meeting of the stockholders holders of Parent Common Units called with respect to any of the Company, however calledfollowing, and in any at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the stockholders holders of Parent Common Units, with respect to any of the Companyfollowing, such Stockholder will BAM shall vote, or cause to be voted, all Parent Common Units and REUs that BAM owns, beneficially (within the meaning of hisRule 13d-3 promulgated under the Exchange Act) or of record as of the date hereof, her and any additional Parent Common Units and REUs that BAM may acquire beneficial (within the meaning of Rule 13d-3 under the Exchange Act) or its respective Shares record ownership of, whether upon the exercise of options, conversion of convertible securities or otherwise, after the date hereof (collectively, the “Subject Units”) that BAM is entitled to vote (including by delivering to the Secretary of Parent a duly executed proxy card): (a) in favor of adoption the issuance of the Parent Common Units in the Parent Common Units Exchange pursuant to the Merger Agreement and the approval of the Merger contemplated by Transactions and any action or proposal that would reasonably be expected to be in furtherance of the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholdersforegoing, and (b) against any other Alternative Transaction. In additionaction, such Stockholder agrees proposal or agreement that it willwould reasonably be expected to (i) result in a breach of any covenant, upon request by Acquiror furnish written confirmationrepresentation or warranty or any other obligation or agreement of Parent or Acquisition Sub under the Merger Agreement, (ii) result in form and substance reasonably acceptable any of the conditions to Acquirorthe consummation of the Merger, of such Stockholder's vote in favor the Bylaw Amendment or the Charter Amendment under Section 7.01 or Section 7.03 of the Merger Agreement not being fulfilled or (iii) impede, frustrate, interfere with, delay or adversely affect the Merger, the Bylaw Amendment, the Charter Amendment and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote other transactions contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares.

Voting of Shares. Each Stockholder covenants (a) Prior to the Termination Date, and agrees without in any way limiting Stockholder’s right to vote all its/her/his shares of Company Common Stock and Company Preferred Stock, as applicable, in its sole discretion on any other matters that until the termination of this Agreement in accordance with the terms hereofmay be submitted to a stockholder vote, consent or other approval, at the Company Meeting every annual, special or any other meeting of the stockholders of the Company, however Company Stockholders called, and at every adjournment or postponement thereof, Stockholder (in any action by written consent Stockholder’s capacity as a holder of the stockholders Stockholder Securities) shall, or shall cause the holder of the Companyrecord on any applicable record date to, (i) appear (in person or by proxy) at each such Stockholder will votemeeting or otherwise cause all of Stockholder’s shares of Company Common Stock and Company Preferred Stock, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) subject to Section 4(c), vote (or cause to be voted), in person or by proxy, all shares of hisCompany Common Stock and Company Preferred Stock, her or its respective Shares as applicable, beneficially owned by Stockholder and entitled to vote (athe “Vote Shares”) (A) in favor of adoption of (1) the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy approval of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among the other things, an inducement for Acquiror to enter into transactions contemplated by the Merger AgreementAgreement and (2) any non-binding advisory vote on “golden parachute” executive compensation arrangements, shall and/or (B) against (1) any action or agreement which would reasonably be irrevocable and shall expected to impede, materially delay or adversely affect the consummation of the Merger or result in any of the conditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not be terminated by operation of law being fulfilled, or otherwise upon change in any manner the occurrence voting rights of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf class of shares of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive Company (including any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect amendments to the SharesCompany’s certificate of incorporation or bylaws), and (2) any Acquisition Proposal.

Voting of Shares. Each Stockholder covenants and agrees that until Until the earlier of (a) the termination of this Agreement the Collaboration Agreement, (b) the consummation of a Fundamental Change Event in accordance with which a majority of the terms hereof, at Board [*] and (c) the first date after the IPO Date and after payment of the Initial Milestone Payment (as defined in the Collaboration Agreement) on which Purchaser beneficially owns less than 10% of the outstanding voting power of the Company Meeting or any other meeting of (the stockholders of the Company“Voting Agreement Duration”), however called, and in any vote or action by written consent of the stockholders of the CompanyCompany on a Voting Matter, such Stockholder will votethe Purchaser shall, and shall cause its controlled Affiliates to, vote (in person, by proxy or cause by action by written consent, as applicable) with respect to be voted, all of his, her or its respective Shares (a) in favor of adoption voting securities of the Merger Company as to which it is entitled to vote in accordance with the Other Investors. During the Voting Agreement Duration, the Purchaser shall be, and approval shall cause each of its controlled Affiliates to be, present in person or represented by proxy at all meetings of stockholders of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement Company to the extent permitted under Texas law, and Acquiror agrees necessary so that all voting securities of the Company as to which they are entitled to vote shall be counted as present for the Shares subject purpose of determining the presence of a quorum at such meeting. Solely in the event of a failure by the Purchaser to such Proxy act in favor accordance with the Purchaser’s obligations as to voting or executing a written consent pursuant to this Section 6.3, the Purchaser hereby irrevocably grants to and appoints the Company’s Chief Executive Officer, in his/her capacity as an officer of the approval Company, the Purchaser’s proxy and adoption attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Merger Agreement Purchaser, to represent, vote and the Merger. Each Stockholder acknowledges receipt and review otherwise act (by voting at any meeting of a copy stockholders of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxyCompany, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law written consent in lieu thereof or otherwise upon the occurrence of any event and that no subsequent proxies otherwise) with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf the voting securities of the Stockholders upon Company owned or held by the Purchaser regarding the matters referred to in this Section 6.3 until the termination of this AgreementSection 6.3, to the same extent and with the same effect as the Purchaser might or could do under applicable law, rules and regulations. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney The proxy granted pursuant to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney this Section 6.3 is coupled with an interest and shall survive any death, disability, bankruptcy or any be irrevocable. The Purchaser will take such further action and will execute such other such impediment of such Stockholder. Upon instruments as may be necessary to effectuate the execution intent of this Agreement by each Stockholder, such Stockholder proxy. The Purchaser hereby revokes any and all prior previous proxies or powers of attorney given by such Stockholder granted with respect to any of the Shares that may have heretofore been appointed or granted with respect to the Sharesmatters referred to in this Section 6.3 (other than as described in the Voting Agreement), and no subsequent proxy (whether revocable and irrevocable) or power of attorney shall be given by the Purchaser (other than as described in the Voting Agreement). Notwithstanding the foregoing, upon expiration of the Voting Agreement Duration, this proxy shall terminate. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Voting of Shares. Each Stockholder covenants (a) Prior to the Termination Date, and agrees without in any way limiting Stockholder’s right to vote all its/her/his shares of Company Common Stock and Company Preferred Stock, as applicable, in its sole discretion on any other matters that until the termination of this Agreement in accordance with the terms hereofmay be submitted to a stockholder vote, consent or other approval, at the Company Meeting every annual, special or any other meeting of the stockholders of the Company, however Company Stockholders called, and at every adjournment or postponement thereof, Stockholder (in any action by written consent Stockholder’s capacity as a holder of the stockholders Stockholder Securities) shall, or shall cause the holder of the Companyrecord on any applicable record date to, (i) appear (in person or by proxy) at each such Stockholder will votemeeting or otherwise cause all of Stockholder’s shares of Company Common Stock and Company Preferred Stock, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), in person or by proxy, all shares of hisCompany Common Stock and Company Preferred Stock, her or its respective Shares as applicable, beneficially owned by Stockholder and entitled to vote (athe “Vote Shares”) (A) in favor of adoption of (1) the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy approval of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among the other things, an inducement for Acquiror to enter into transactions contemplated by the Merger AgreementAgreement and (2) any non-binding advisory vote on “golden parachute” executive compensation arrangements, shall and/or (B) against (1) any action or agreement which would reasonably be irrevocable and shall expected to impede, materially delay or adversely affect the consummation of the Merger or result in any of the conditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not be terminated by operation of law being fulfilled, or otherwise upon change in any manner the occurrence voting rights of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf class of shares of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive Company (including any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect amendments to the SharesCompany’s certificate of incorporation or bylaws), and (2) any Acquisition Proposal.

Voting of Shares. Each Stockholder covenants (a) Subject to the provisions of Section 9, and without in any way limiting any Security Holder’s right to vote the Subject Shares held by such Security Holder in his, her or its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Security Holder’s obligations under this Agreement, each Security Holder hereby irrevocably and unconditionally agrees that until that, during the termination period beginning on the date hereof and ending on the earlier to occur of this Agreement (Y) the date on which all of the matters set forth in accordance with Sections 2(a)(1)-(5) below have been approved by the terms hereofstockholders of the Company or (Z) August 1, 2008 (the “Expiration Date”), at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent Company called to vote upon (1) a slate of the stockholders directors of the Company’s board of directors as proposed by AirWorks Funding LLLP, a Georgia limited liability limited partnership (“AirWorks”), (2) adjusting the size of the Company’s board of directors such that upon the election of the slate of directors proposed by AirWorks, such Stockholder will directors hold a majority of the seats on the Company’s board of directors, (3) approving an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock to a number of shares necessary to allow the Lenders to convert the entire amount of the Financing into shares of the common stock of the Company as provided in the Notes and in the Funding Agreement, (4) reincorporating the Company in Delaware and/or (5) a reverse stock split proposed by AirWorks or the Company’s board of directors, the approval of any of the foregoing or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to such actions, each Security Holder shall vote (or cause to be voted, all of his, her or its respective ) the Subject Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given held by such Stockholder with respect to the Shares.Security Holder:

Voting of Shares. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder will vote, or cause to be voted, all of his, her or its respective Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror Acquiror, furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas Delaware law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxythe Proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and on behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares.

Voting of Shares. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting Notwithstanding Section 10.8 of the stockholders of Basic Plan Document, the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder will vote, or cause to be voted, all of his, her or its respective Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence provisions of this Section 1, a 19 shall govern the voting of Abbott Stock. When the issuer of Abbott Stock files prelixxxxxx proxy substantially in solicitatixx xxxerials with the form attached hereto as ANNEX A Securities and Exchange Commission (a "Proxy"or final proxy solicitation materials where no preliminary proxy solicitation materials are filed), which Proxy the Employer shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of cause a copy of all the Merger Agreement. Each Stockholder acknowledges materials to be simultaneously sent to the Trustee, and agrees that this proxy, if and when given, the Trustee shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action prepare a voting instruction form on behalf of the Stockholders Abbott Stock Committee based upon the termination these materials. The Abxxxx Xtock Committee shall vote or not vote sxxxxx of this Agreement. In Abbott Stock; provided, however, in the event txxx xxe Abbott Stock Committee in its sole judgment detxxxxxxs that a Stockholder does not provide any matter that is to be voted on at any general or special meeting of the Proxy upon request shareholders of Acquirorthe Employer could materially affect the interests of Plan Participants, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf the Abbott Stock Committee shall promptly distributx xxxxes of such Stockholder, which power of attorney is coupled with an interest proxy solicitation materials for such meeting to the Plan Participants and shall survive solicit the voting directions of Plan Participants on such matter. (In those cases where the Abbott Stock Committee determines that any deathmattxx xx be voted on could materially affect the interests of the Plan Participants, disabilitythe Abbott Stock Committee shall vote or not vote sxxxxx of Abbott Stock credited to Plan Participants' accounts as directed by such Plan Participants. Such directions shall be communicated in writing or by facsimile or similar means and shall be held in confidence by the Trustee and the Abbott Stock Committee and not divulged to the Xxxxxxer, bankruptcy or any officer or employee thereof, or any other such impediment person (other than the members of such Stockholder. Upon the execution of this Agreement by each StockholderAbbott Stock Committee itself), such Stockholder hereby revokes or any and all prior proxies or powers of attorney given by such Stockholder with respect other pexxxx xxcept to the Sharesextent necessary for the Abbott 18D Xtock Committee to act on the directions. The Abbott Stock Committee shall vote those shares xx Xxxott Stock not credited to Plan Participants' xxxxxnts, and those shares of Abbott Stock credited to the accounts of Plan Pxxxxxxpants for which no voting directions are received in the same proportion on each issue as they vote those shares credited to Plan Participants' accounts for which they received voting directions from Plan Participants.

Voting of Shares. Each Stockholder covenants (a) Prior to the Termination Date, and agrees without in any way limiting Stockholder’s right to vote all its/her/his shares of Company Common Stock and Company Preferred Stock, as applicable, in its sole discretion on any other matters that until the termination of this Agreement in accordance with the terms hereofmay be submitted to a stockholder vote, consent or other approval, at the Company Meeting every annual, special or any other meeting of the stockholders of the Company, however Company Stockholders called, and at every adjournment or postponement thereof, Stockholder (in any action by written consent Stockholder’s capacity as a holder of the stockholders Stockholder Securities) shall, or shall cause the holder of the Companyrecord on any applicable record date to, (i) appear (in person or by proxy) at each such Stockholder will votemeeting or otherwise cause all of Stockholder’s shares of Company Common Stock and Company Preferred Stock, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) [subject to Section 4(c),]1 vote (or cause to be voted), in person or by proxy, all shares of hisCompany Common Stock and Company Preferred Stock, her or its respective Shares as applicable, beneficially owned by Stockholder and entitled to vote (athe “Vote Shares”) (A) in favor of adoption of (1) the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy approval of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among the other things, an inducement for Acquiror to enter into transactions contemplated by the Merger AgreementAgreement and (2) any non-binding advisory vote on “golden parachute” executive compensation arrangements, shall and/or (B) against (1) any action or agreement which would reasonably be irrevocable and shall expected to impede, materially delay or adversely affect the consummation of the Merger or result in any of the conditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not be terminated by operation of law being fulfilled, or otherwise upon change in any manner the occurrence voting rights of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf class of shares of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive Company (including any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect amendments to the SharesCompany’s certificate of incorporation or bylaws), and (2) any Acquisition Proposal. 1 Applicable only to Redmile entities.

Voting of Shares. Each Stockholder covenants and agrees that that, until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the CompanyCompany solely with respect to any of the following, such Stockholder (a) will, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and will votevote or consent to, or cause to be votedvoted or consented to, all of his, her or its respective Shares (a) in favor of the Merger, including the adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as and all actions and transactions contemplated thereby or in furtherance thereof, including, upon the Merger Agreement may be modified request of Buyer, any adjournment or amended from time to time in a manner not adverse to the Stockholderspostponement of any Company Meeting, and (b) against will vote (or cause to be voted) all of its Shares against, and not provide consents to (i) any other and all Alternative Transaction. In additionProposals and agreements providing for Alternative Proposals or any proposal or nomination made by a Person (including any Stockholder) who is, such Stockholder agrees that it willor whose Affiliate is, upon request by Acquiror furnish written confirmationmaking, in form and substance reasonably acceptable or has publicly communicated an intention to Acquirormake, of such Stockholder's vote in favor an Alternative Proposal or to oppose the approval of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and or adoption of the Merger Agreement and Agreement, or (ii) any other proposal or transaction that is submitted to the Merger. Each Stockholder acknowledges receipt and review of a copy stockholders of the Merger Agreement. Each Stockholder acknowledges Company for approval and agrees that this proxywould reasonably be expected to (x) materially and adversely delay, if and when givenimpede or frustrate, shall (y) prevent or nullify, or (z) be coupled with an interestin opposition to or in competition with, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law Agreement or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon transactions contemplated thereunder. Except as contemplated by Section 7, each Stockholder further agrees until the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request Agreement in respect of Acquiror, such Stockholder hereby grants Buyer a power in accordance with its terms, not to commit or agree to take any action inconsistent with the foregoing prior to such termination. For the avoidance of attorney doubt, each Stockholder shall retain at all times the right to execute and deliver such Proxy for and behalf of vote such Stockholder, which power of attorney is coupled with an interest ’s Shares in such Stockholder’s sole discretion and shall survive any death, disability, bankruptcy or without any other such impediment of such Stockholder. Upon the execution of limitations on those matters other than those set forth in this Agreement by each Stockholder, such Stockholder hereby revokes Section 1 that are at any and all prior proxies time or powers of attorney given by such Stockholder with respect from time to time presented for consideration to the SharesCompany’s stockholders generally.

Voting of Shares. Each Stockholder covenants During the period commencing on the Effective Date and agrees ending on the later of (x) the date that until the termination Parties’ exclusivity obligations expire or terminate under Section 3 of this Agreement in accordance with Exhibit A hereto and (y) the terms hereof, at the Company Meeting or any other meeting one year anniversary of the stockholders of Effective Date (the Company“Voting Agreement Duration”), however called, and in any vote or action by written consent of the stockholders of Personalis regarding Specified Voting Matters (as defined below), solely with respect to voting securities of Personalis obtained pursuant to the CompanyWarrants described in this Agreement (the “Voting Securities”), such Stockholder will voteTempus shall, and shall cause its Affiliates to, vote (in person, by proxy or cause by action by written consent, as applicable) with respect to be voted, all of his, her or its respective Shares (a) Voting Securities as to which it is entitled to vote in favor of adoption accordance with the recommendations of the Merger majority of Personalis’ board of directors, if any. During the Voting Agreement and approval of the Merger contemplated by the Merger AgreementDuration, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the StockholdersTempus shall be, and (b) against any other Alternative Transaction. In additionshall cause each of its controlled Affiliates to be, such Stockholder agrees that it will, upon request present in person or represented by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, proxy at all meetings of such Stockholder's vote in favor stockholders of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement Personalis to the extent permitted under Texas law, and Acquiror agrees necessary so that all Voting Securities as to which they are entitled to vote shall be counted as present for the Shares subject to such Proxy in favor purpose of determining the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review presence of a copy quorum at such meeting. Solely in the event of a failure by Tempus to act in accordance with Xxxxxx’s obligations as to voting or executing a written consent pursuant to this Section 1.f, Tempus hereby irrevocably grants to and appoints Personalis’ chief executive officer, in his/her capacity as an officer of Personalis, Xxxxxx’s proxy and attorney-in-fact (with full power of substitution), for and in the Merger Agreement. Each Stockholder acknowledges name, place and agrees that this proxystead of Tempus, if to represent, vote and when givenotherwise act (by voting at any meeting of stockholders of Personalis, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law written consent in lieu thereof or otherwise upon the occurrence of any event and that no subsequent proxies otherwise) with respect to such Shares shall be given (the Voting Securities owned or held by Tempus during the Voting Agreement Duration, to the same extent and if given shall not be effective); provided however that any such with the same effect as Tempus might or could do under applicable law, rules and regulations. The proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of granted pursuant to this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney Section 1.f is coupled with an interest and shall survive any death, disability, bankruptcy or any be irrevocable. Tempus will take such further action and will execute such other such impediment of such Stockholder. Upon instruments as may be necessary to effectuate the execution intent of this Agreement by each Stockholder, such Stockholder proxy (including at the time that Tempus exercises the First Warrant and/or the Second Warrant).Tempus hereby revokes any and all prior previous proxies or powers of attorney given by such Stockholder granted with respect to any voting securities of Personalis that may have heretofore been appointed or granted with respect to the Shares.Specified Voting Matters referred to in this Section 1.f, and no subsequent proxy (whether revocable and irrevocable) or power of attorney with respect to the Specified Voting Matters shall be given by Tempus or its Affiliates. Similarly, Xxxxxx agrees that it will not enter into any agreement, arrangement or understanding with respect to the voting of any Voting Securities and will not deposit any Voting Securities into a voting trust. Xxxxxx agrees that any Voting Securities issued to Tempus during the Voting Agreement Duration shall contain an appropriate legend related to this Section 1.f. This proxy will survive until expiration of the Voting Agreement Duration, and shall not be subject to any other limitation of time (and for the avoidance of doubt this proxy shall remain effective beyond three years from the Effective Date to the extent the Voting Agreement Duration has not yet expired as of the three year anniversary of the Effective Date). This proxy shall not terminate by operation of law, bankruptcy, insolvency, dissolution, death or incapacity of Tempus and shall be binding on all heirs, successors and assigns of Tempus. The power of attorney granted herein is a durable power of attorney and shall survive the bankruptcy, insolvency, dissolution, death or incapacity of Tempus. Notwithstanding the foregoing, upon expiration of the Voting Agreement

Voting of Shares. Each The Company shall give the Trustee at least 10 Business Days prior notice of each annual and special meeting of stockholders of the Company. The Company shall deliver a proxy card (the “Company Proxy Card”) at least 10 Business Days prior to each such meeting (it being understood that the Company may subsequently file or provide supplemental proxy materials), it being understood that such proxy card will be substantially the same as the Company Proxy Card sent to each other stockholder of the Company in connection with such meeting, except that, in lieu of the ability to vote for, against or abstain with respect to any matter to be voted on by stockholders, it will provide that all shares represented by such proxy card shall be voted by the proxy named therein, which proxy shall be designated by the Company, with respect to all matters to come before stockholders at such meeting in the same proportion as all other shares are voted (other than any shares voted by or at the direction of any beneficial owner of more than 10% of the Common Stock). It is understood and agreed that the proxy named in the Company Proxy Card shall be exclusively responsible for determining such proportion and ensuring that all shares represented by such proxy card are voted accordingly, and in no event shall the Trustee be required to make any such determination. The Company and the Stockholder covenants hereby instruct the Trustee to be present, in person or represented by proxy, at all such annual and agrees that until special meetings of stockholders of the termination Company for which the Trustee has received notice in accordance with the terms of this Trust Agreement so that all Shares may be counted for the purposes of determining the presence of a quorum at such meetings. The Stockholder and the Company agree, and the Trustee acknowledges, that the Trustee shall not participate in or interfere with the management of the Company and shall take no other actions (including, for the avoidance of doubt, calling, encouraging or soliciting the calling of or otherwise participating in calling special meetings or acting by written consent) with respect to the Company except in accordance with the terms hereof, at the Company Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder will vote, or cause to be voted, . The Trustee shall vote all of his, her or its respective Shares (a) in favor of adoption of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholders, and (b) against any other Alternative Transaction. In addition, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (all matters, including, without limitation, the election of directors, that the Company submits to its stockholders for a vote by properly executing and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of delivering the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Company Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect Card pursuant to the Sharesinstructions set forth therein.

Voting of Shares. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Company Meeting or (a) At any other meeting of the stockholders of the Company, however called, Company and in connection with any proposed action by written consent of the stockholders of the Company, in each case where the record date therefor occurs during the Restricted Period, (i) each Stockholder shall, and shall cause the Specified Entities to, with respect to each such meeting of stockholders of the Company, attend in person or by proxy with respect to all Shares over which such Stockholder, or any Specified Entity, has Voting Power for purposes of establishing a quorum, (ii) each Stockholder will voteshall, and shall cause the Specified Entities to, vote or cause to be voted, or otherwise act or cause an action to be taken with respect to, all of hissuch Stockholder’s Excess Shares, her if any, in the manner determined by the Voting Committee, so long as the Voting Committee’s determination is communicated to such Stockholder at least three (3) Business Days prior to the applicable meeting or its respective Shares (a) in favor of adoption the last day for the taking of the Merger Agreement and approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholdersproposed action, and (biii) against any other Alternative Transaction. In additioneach Stockholder may vote or otherwise act or cause to be voted or for action to be taken with respect to, such Stockholder agrees that it will, upon request by Acquiror furnish written confirmation, in form and substance reasonably acceptable to Acquiror, all of such Stockholder's vote ’s Voting Power (other than the Voting Power represented by the Excess Shares) in favor such Stockholder’s discretion. If as of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior record date with respect to any vote contemplated meeting of stockholders or other proposed action by stockholders, the first sentence Stockholders Voting Percentage exceeds 12.5%, the “Excess Shares” of this Section 1each Stockholder and Specified Entity shall be, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such meeting or other proposed action, a number of Shares shall be given equal to the product of (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf i) the number of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given Shares then beneficially owned by such Stockholder or Specified Entity, as - 11 - applicable, and (ii) a fraction the numerator of which shall be the amount by which the Stockholders Voting Percentage exceeds 12.5% and the denominator of which shall be the Stockholders Voting Percentage; if as of the record date with respect to any meeting of stockholders or other proposed action by stockholders, the Stockholders Voting Percentage is equal to or less than 12.5%, the “Excess Shares” shall be zero for all Stockholders and Specified Entities.

Voting of Shares. Each (a) Until the Expiration Date (as hereinafter defined), Stockholder covenants and hereby agrees that until the termination of this Agreement in accordance with the terms hereofthat, at the Company Meeting or Stockholders’ Meeting, any other meeting of the stockholders of the Company, Company (however called, ) and in any action by written consent of the stockholders of the CompanyCompany in lieu of any such meeting, such Stockholder will vote, (i) appear at such meeting or otherwise cause the Shares to be votedcounted as present thereat for purposes of establishing a quorum, and (ii) vote or direct the vote of all of his, her or its respective the Shares (aA) in favor of the adoption of the Merger Agreement Agreement, and (B) against (1) any Company Acquisition Proposal, (2) any action or agreement submitted for the approval of the stockholders of the Company that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would reasonably be expected to result in any of the conditions to the Merger Agreement not being fulfilled, (3) any change in the present capitalization of the Company submitted for approval of the stockholders of the Company, (4) any amendment to the Certificate of Incorporation or By-Laws submitted for approval of the stockholders of the Company, or (5) any other action submitted for approval of the stockholders of the Company which in the case of each of the matters referred to in this clause (B) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement, as Agreement or the likelihood of such transactions being consummated in a timely manner; and (C) in favor of any other matter necessary for consummation or in furtherance of the transactions contemplated by the Merger Agreement may be modified which is considered at any such meeting of the Company’s stockholders or amended from time in such written consent in lieu thereof. In connection therewith, Stockholder shall execute any documents which are necessary or appropriate in order to time in a manner not adverse to effectuate the Stockholders, and (b) against any other Alternative Transactionforegoing. In addition, such Stockholder agrees that it will, upon request by Acquiror Moog, furnish written confirmation, in form and substance reasonably acceptable to AcquirorMoog, of such Stockholder's ’s vote in favor of the Merger Agreement and the Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon request prior to any vote contemplated by the first sentence of this Section 1, a proxy substantially in the form attached hereto as ANNEX A (a "Proxy"), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under Texas law, and Acquiror agrees to vote the Shares subject to such Proxy in favor of the approval and adoption of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Acquiror to enter into the Merger Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies with respect to such Shares shall be given (and if given shall not be effective); provided however that any such proxy shall terminate automatically and without further action on behalf of the Stockholders upon the termination of this Agreement. In the event that a Stockholder does not provide the Proxy upon request of Acquiror, such Stockholder hereby grants Buyer a power of attorney to execute and deliver such Proxy for and behalf of such Stockholder, which power of attorney is coupled with an interest and shall survive any death, disability, bankruptcy or any other such impediment of such Stockholder. Upon the execution of this Agreement by each Stockholder, such Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to the Shares.