Common use of Voting Clause in Contracts

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior With respect to the Expiration Date any vote for any plan of dissolution and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of liquidation recommended by the Company’s stockholders Board of Directors, the Initial Stockholders shall vote all shares of Common Stock owned by them (including any shares purchased after the Offering) in favor of such plan of dissolution and in any other circumstance upon which a voteliquidation. With respect to the Business Combination Vote, consent or approval of the Company shall cause all or some of the stockholders Initial Stockholders to vote the shares of the Company is sought, in each case, with respect Common Stock owned by them immediately prior to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn Offering in accordance with the provisions vote of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as holders of a majority of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedIPO Shares present, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered at a written consent covering, all meeting of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect stockholders called for such purpose. At the time the Company seeks approval of any covenantpotential Business Combination, representation or warranty or any other obligation or agreement of the Company contained will offer each holder of Common Stock issued in this Offering (“IPO Shares”) the right to convert their IPO Shares at a per share price (“Conversion Price”) equal to the amount in the Merger Agreement, or Trust Account (inclusive of Holder contained in this Agreement; or any interest income therein) calculated as of two (ii2) any of the conditions Business Days prior to the consummation of the Merger set forth proposed Business Combination divided by the total number of IPO Shares. If holders of less than 30% in Article VI interest of the Merger Agreement Company’s IPO Shares which vote against the Business Combination elect to convert their IPO Shares, the Company may, but will not being fulfilled; and (d) be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. If holders of 30% or more in favor interest of the IPO Shares who vote against approval of any adjournmentpotential Business Combination elect to convert their IPO Shares, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent will not proceed with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null such Business Combination and void ab initiowill not convert such shares.

Voting. Prior to (a) At all times during the Expiration Date and subject to Standstill Period, the terms of this AgreementInvestor shall, Holder hereby agrees that at the Company Stockholder Meeting or any shall cause each other annual or special meeting member of the stockholders of the CompanyInvestor Group to, however calledand shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, including vote all Voting Securities which they Beneficially Own, at any adjournment, recess or postponement thereof, shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company’s stockholders and in any other circumstance upon 's shareholders at which a vote, consent or the Reclassification Amendment is submitted for approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company)'s shareholders, unless and (z) on any matter relating to the Company Board and the Special Committee has made a Change adoption of Board Recommendation in compliance with the terms any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Merger Agreement Company, and such Change of Board Recommendation has not been rescinded or otherwise withdrawn on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Merger AgreementInvestor will, (i) appear at each such meeting if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its representative(scommercially reasonable efforts to cause) to appear be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting or otherwise and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause the Rollover Shares outstanding as each other member of the record date for determining stockholders entitled Investor Group to vote at such meeting be, and shall use its commercially reasonable efforts to be counted cause each Other Investor Affiliate to be, as present thereat for purposes the Beneficial Owners of determining whether a quorum is present and respond to each request by the Company for written consentVoting Securities, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or duly execute any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and deliver agrees that if the Investor advises the Company in writing prior to the meeting held (or cause the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be duly executed and delivered voted upon by such class or voting group, then it shall be a written consent covering, all condition to the effectiveness of the Rollover Shares matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the extent termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Rollover Shares may vote Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter in question) outstanding as by all holders of such record date:Voting Securities other than the Investor Group and Other Investor Affiliates. (ae) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the adoption slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and approval effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the Merger Agreement NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares other members of the Company Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation on behalf of the Contemplated Transactions, including other holders of the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (Company's Voting Securities other than the Merger); Investor Group and Other Investor Affiliates) and (ii) a saleon all other matters at any shareholder meeting or in connection with any action by written consent, lease in the same proportion as the votes cast by or transfer on behalf of a material amount of assets all holders of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, Company's Voting Securities other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null Investor Group and void ab initioOther Investor Affiliates.

Voting. Prior to From the Expiration Date and subject to the terms date hereof until any termination of this AgreementAgreement in accordance with its terms, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, SJW however called, including any adjournment, recess called (and each action by written consent in lieu of a meeting) and each postponement or postponement adjournment thereof, Stockholder shall vote all Covered Shares owned by Stockholder (or cause such Covered Shares to be voted) or (as appropriate) execute written consents in connection with any written consent respect thereof: (i) in favor of the Company’s Share Issuance; (ii) in favor of the SJW Charter Amendment; (iii) in favor of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes to approve the Share Issuance or the SJW Charter Amendment; (iv) in favor of any other matter considered at any such meeting of the SJW stockholders that the SJW Board has (A) determined is necessary or desirable for the consummation of the Merger, (B) disclosed in the Joint Proxy Statement or other written materials distributed to all SJW stockholders and (C) recommended that the SJW stockholders approve or adopt; (v) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other circumstance upon which a voteobligation of SJW in the Merger Agreement; (vi) against any SJW Takeover Proposal; and (vii) against any agreement (including, consent or approval without limitation, any amendment of all or some any agreement), amendment of the stockholders of SJW Charter (other than the Company is sought, in each case, with respect to which any of the matters described in subsections SJW Charter Amendment) or SJW Bylaws (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity other than as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions contemplated by Exhibit A of the Merger Agreement) or other action that would delay, (i) appear at each such meeting postpone or cause its representative(s) to appear at such meeting or otherwise cause discourage the Rollover Shares outstanding as consummation of the record date for determining stockholders entitled Merger. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to vote at such meeting to be counted as present thereat ensure that it is duly counted, including for purposes of determining whether that a quorum is present and respond to each request by for purposes of recording the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as results of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to vote (or otherwise to utilize the voting power ofconsent), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) For so long as the Buyer and their respective affiliates collectively own at least 10% of the outstanding Ordinary Shares (and/or other depositary shares representing such Ordinary Shares): (i) The Seller shall not enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Ordinary Shares, depositary shares representing such Ordinary Shares, or other shares in the Expiration Date and subject capital of the Company entitled to vote thereon that are owned or held of record by the Seller, or as to which the Seller has voting power or in respect of which the Seller can direct, restrict or control any such voting power (the "REMAINING SHARES") or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the Transactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of the Seller to sell or otherwise transfer any Remaining Shares or any interest therein to a third party that is not an affiliate of the Seller or the Company or to any affiliate that agrees in writing to be bound by the terms of this Agreement, Holder hereby agrees that ; (ii) If at any time any Buyer notifies the Seller of its desire and intention to designate a single director on behalf of all of the Buyers (the "GREAT HILL DIRECTOR") in advance of any meeting of shareholders of the Company Stockholder Meeting or any other annual or special meeting called to vote upon for the election of the stockholders of the Companydirectors, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and at all adjournments thereof and in any all other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company (including by written consent) is sought, in each case, sought with respect to which any the election of the matters described in subsections (a) through (d) of this Section 2.4 directors or that is necessary to be considered, Holder shall (solely in its capacity as a stockholder elect directors of the Company), unless the Company Board Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect such Great Hill Director (which consent, vote or approval, in the case of any Global Depositary Shares and the Special Committee has made a Change of Board Recommendation other depositary shares owned by such Seller at such time, shall be delivered in compliance accordance with the terms of the Merger Agreement applicable depositary agreement); (iii) If at any time any Buyer notifies the Seller of its desire and such Change intention to remove or replace a Great Hill Director or to fill a vacancy caused by the resignation of Board Recommendation has not been rescinded or otherwise withdrawn a Great Hill Director, the Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date terms of this Agreement or as otherwise provided in the Merger Agreement; or Section 5.1. (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionThe Seller hereby irrevocably grants to, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any other Person who shall hereafter be designated by the Buyers, as the Seller's proxy and attorney (with full power of substitution), for and in the name, place and stead of the Seller, to vote all of its Remaining Shares held at the time such consent is sought or meeting is held, or grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, or express consent or dissent other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a)(ii). The Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (v) THE SELLER HEREBY AFFIRMS THAT THE PROXY AND ATTORNEY SET FORTH IN THIS SECTION 5.1 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and attorney is executed and intended to be irrevocable. (vi) The covenants and obligations under this Section 5.1(a) shall terminate after a Great Hill Director (together with respect to (or otherwise to utilize any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, full term of office of three years, in accordance with the voting power of)Company's articles and memorandum of association, any of as in effect on the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiodate hereof.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) Subject to any separate voting rights provided for herein or otherwise required by law, the holders of this Section 2.4 is Series B-2 Stock shall be entitled to be consideredvote, Holder shall (solely in its capacity as a stockholder together with the holders of the Company), unless the Company Board Common Stock and the Special Committee has made a Change holders of Board Recommendation other Preferred Stock as one class, on all matters as to which holders of Common Stock shall be entitled to vote, in compliance the same manner and with the terms same effect as such holders of Common Stock. In any such vote, each share of Series B-2 Stock shall entitle the Merger Agreement and such Change holder thereof to the number of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with votes per share that equals the provisions number of the Merger Agreement, shares of Common Stock (iincluding fractional shares) appear at into which each such meeting or cause its representative(s) share of Series B-2 Stock is then convertible, rounded up to appear at such meeting or otherwise cause the Rollover Shares outstanding as nearest one-tenth of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes a share, but not including any shares of determining whether a quorum is present and respond to each request by the Company for written consent, if any, Common Stock issuable upon conversion of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote dividends accrued on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Series B-2 Stock. (b) against Except as otherwise expressed, implied or contemplated in this Certificate or the Series B-2 Purchase Agreement, the Corporation shall not, directly or indirectly, through a merger, consolidation, reorganization or otherwise, without the affirmative approval of the Required Investor Majority acting separately from the holders of Common Stock or any actionother securities of the Corporation, proposalgiven by written consent in lieu of a meeting or by vote at a meeting called for such purpose, agreement for which meeting or transaction approval by written consent timely and specific notice in the manner provided in the by-laws of the Corporation shall have been given to each Series B-2 Stockholder, do any of the following: (i) authorize, create, designate, issue or sell any class or series of capital stock (including any Acquisition Proposalshares of treasury stock) that would reasonably or rights, options, warrants or other securities convertible into or exercisable or exchangeable for capital stock which by its terms is convertible into or exchangeable for any equity security, other than Excluded Stock (as defined in Section 7(e)(ii) of this Certificate), which, as to the payment of dividends or distribution of assets, including without limitation distributions to be expectedmade upon a Liquidation, is senior to or on a parity with the Series B-2 Stock; or (ii) amend, alter or repeal any provision of this Certificate, the Series B Certificate or the effect Series A Certificate; or (iii) permit, approve or agree to any Liquidation, Event of which would reasonably Sale, dissolution or winding up of the Corporation. The foregoing approval shall be expected, obtained in addition to change in any manner approval required by law. (c) The Corporation shall obtain the voting rights consent of the Board of Directors before it may authorize or issue any class of additional shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation capital stock of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Corporation or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andsubsidiaries. (d) Unless a different vote is specified in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of)this Certificate, any of the Rollover Shares in a manner that violates or breaches the rights, powers, preferences and other terms of this Agreement shall the Series B-2 Stock set forth herein may be null and void ab initiowaived on behalf of all holders of Series B-2 Stock by the affirmative written consent or vote of the Series B-2 Majority.

Voting. Prior From and after the date hereof until the earliest to occur of (a) the Expiration Date Effective Time, (b) the termination of the Merger Agreement pursuant to and subject to in compliance with the terms therein, (c) the Board of this Directors of the Company effecting a Company Adverse Recommendation Change and (d) the entry without the prior written consent of the Shareholders into any amendment or modification of the Merger Agreement, Holder or any written waiver of the Company’s rights under the Merger Agreement made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, the Merger Consideration payable to any Shareholder (such earliest date, the “Expiration Date”), each Shareholder irrevocably and unconditionally hereby agrees that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting of the stockholders and each adjourned or postponed meeting) of the Company’s shareholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a voteshareholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause all of its Existing Shares and other shares of Common Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), which it beneficially owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat at the meeting for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the principal terms of the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s shareholders to a later date if such adjournment or postponement is (1) with the written consent of Parent, (2) for the absence of a quorum, (3) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (4) as required by Law (in each such case only for a period of not more than thirty (30) calendar days, individually or in the aggregate, and not past two (2) Business Days prior to the End Date), (C) against any action, proposal, transaction or agreement or transaction (including any in favor of an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, includinga Superior Proposal, without limitation: regard to the terms of such Acquisition Proposal or Superior Proposal, (iD) against any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation consolidation, business combination, sale of assets, reorganization or other business combination recapitalization of or involving the Company or any of its Subsidiaries Subsidiaries, (other than the Merger); (iiE) a against any sale, lease or transfer of a material amount of assets all or substantially all of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation assets of the Company or any of its Subsidiaries; , (iiiF) an election of new members to the Company Boardagainst any reorganization, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement recapitalization, extraordinary dividend, dissolution, liquidation or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy winding up of the Company or any of its Subsidiaries or Subsidiaries, (G) against any amendment or other material change to in the Company’s capitalization of the Company or any of its Subsidiaries’ Organizational Documents; , or the corporate structure of the Company or any of its Subsidiaries, (cH) to the extent submitted to a shareholder vote, against any change in the business management or Board of Directors of the Company (other than as directed by Parent) and (I) against any action, proposal, transaction or agreement that is intended to or would (1) result in (i) an inaccuracy of any representation or warranty, or a breach in any respect of any covenant, representation or warranty or any other obligation or agreement agreement, of the Company contained in the Merger Agreement, or of Holder a Shareholder contained in this Agreement; , or (ii2) any of prevent, materially impede, materially delay or otherwise materially and adversely affect the conditions Company’s, Parent’s or Merger Sub’s ability to timely consummate the consummation of transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (I), the “Required Votes”). Except as explicitly set forth in Article VI this Section 1.1, nothing in this Agreement shall limit the right of the Merger Agreement not being fulfilled; and each Shareholder to vote (dincluding by proxy or written consent, if applicable) in favor of any adjournmentof, recess, delay against or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent abstain with respect to (or otherwise any other matters presented to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany’s shareholders.

Voting. Prior From and after the date of this Agreement until the date that is the earliest of the following to occur: (a) the Expiration Date consummation of the Merger (including the occurrence of the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and subject to (c) the terms entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this Agreement), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting written waiver of the stockholders Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable or that may be payable to holders of Company Common Stock in connection with the Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or which extends the End Date (such earliest date, the “Expiration Date”), each Stockholder, in such Stockholder’s capacity as a stockholder of the Company, irrevocably and unconditionally hereby agrees, subject to Section 1.4 and Section 1.5, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a votestockholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Stockholder will (i) appear at each such meeting (in person or cause its representative(sby proxy) to appear at such meeting or otherwise cause all of such Stockholder’s Existing Shares and any other shares of Company Common Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date of this Agreement (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options or other rights to acquire Company Common Stock or the conversion of any convertible securities, the vesting of equity awards or otherwise) (collectively, the “New Shares,” and together with the Existing Shares, the “Shares”), which it, he or she owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat for purposes of determining whether a quorum is present quorum, and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action, proposal, agreement action or transaction (including any proposal in favor of an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members regard to the Company Boardterms of such Acquisition Proposal, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or and (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cD) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenantreasonably be likely to prevent, representation materially impede or warranty materially delay the Company’s or any other obligation or agreement of Parent’s ability to consummate the Company contained in transactions contemplated by the Merger Agreement, or of Holder contained including the Merger. Except as set forth in this Agreement; Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or (ii) written consent, if applicable), in such Stockholder’s sole discretion, in favor of, against or abstain with respect to any other matters that are, at any time or from time to time, presented for consideration to the Company’s stockholders. Nothing in this Agreement shall require any of the conditions Stockholders to vote in any manner with respect to any amendment or modification to the consummation Merger Agreement (as it exists on the date of this Agreement) or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger set forth Agreement, in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournmentsuch case, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates results in a decrease in, or breaches change in the terms composition of, or otherwise adversely affects the consideration payable to holders of this Agreement shall be null and void ab initioCompany Common Stock in connection with the Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or in a manner that extends the End Date.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to terminating upon the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting earlier of the stockholders of Effective Time or the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms termination of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreementits terms, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Shareholder agrees to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares presently legally or beneficially owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all Shareholder at any meeting of the Rollover Shares (to shareholders of the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateParent: (a) in favor of the adoption approval of: (i) an amendment to Parent’s Articles of Incorporation to increase Parent’s authorized capital stock; (ii) an amendment to Parent’s Articles of Incorporation to change the name of Parent as of the Effective Time to such name as determined by the Parent and approval the Company; (iii) an amendment to the Parent Stock Option Plan to increase the number of shares authorized for issuance under such Plan; (iv) an increase in the number of members on Parent’s Board of Directors to seven; (v) the election of seven Persons nominated by the Board of Directors of Parent to serve as directors of Parent from and after the Effective Time; and (vi) execution of the Merger Agreement and performance by Parent thereunder. To the Mergerextent inconsistent with the foregoing provisions of this Section 1, Shareholder hereby revokes any and all previous proxies granted or voting agreement executed by Shareholder with respect to any Shares; (b) against any action, proposal, action or agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change result in any manner the voting rights a breach of any class representation, warranty, covenant or obligation of shares of Parent in the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect Merger Agreement; and (c) against the timely consummation of following actions (other than the Contemplated Transactions, including the Closing Merger and the Merger, or transactions contemplated by the performance by Holder of its obligations under this Merger Agreement, including, without limitation: ): (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Parent or any Subsidiary of its Subsidiaries (other than the Merger)Parent; (ii) a any sale, lease lease, sublease, license, sublicense or transfer of a material amount portion of the rights or other assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company Parent or any Subsidiary of its SubsidiariesParent; (iii) an election any reorganization, recapitalization, dissolution or liquidation of new members to the Company Board, other than nominees to the Company Board who are serving as directors Parent or any Subsidiary of the Company on the date of this Agreement or as otherwise provided in the Merger AgreementParent; or and (iv) any material change in other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the present capitalization or dividend policy of the Company Merger or any of its Subsidiaries or any amendment or the other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioAgreement.

Voting. Prior to The shares of Series A Preferred Stock shall not have voting rights other than those set forth below or as otherwise required by Delaware law or the Expiration Date and subject to Certificate of Incorporation: (a) If at any time a Voting Rights Triggering Event has occurred, then the terms Holders, voting as a single class with any other series of this AgreementPreferred Stock or preference securities having similar voting rights that are exercisable (together, Holder hereby agrees that the “Voting Rights Class”), shall be entitled at the Company Stockholder Meeting or any other annual next regular or special meeting of the stockholders of the CompanyCorporation to elect two additional directors to the Board. Upon the election of any such additional directors, however called, including any adjournment, recess or postponement thereofthe number of directors that comprise the Board shall be increased by such number of additional directors. (b) The voting rights set forth in Section 6(a) may be exercised at a special meeting of the Corporation’s stockholders, or in connection with at any written consent annual meeting of stockholders held for the Company’s stockholders purpose of electing directors, and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear thereafter at each such special or annual meeting until such time as all dividends in arrears, the nonpayment of which caused the Voting Rights Triggering Event, shall have been paid in full, at which time or cause its representative(stimes, automatically and without any further action by any Person, such voting rights shall terminate (subject to the reinstatement of such rights upon a subsequent Voting Rights Triggering Event). (c) At any meeting at which the holders of shares of the Voting Rights Class shall have the right to appear elect directors as provided in Section 6(a), the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. The affirmative vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class present at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedmeeting, in person or by proxy, shall be sufficient to elect any such director. Any director elected pursuant to the voting rights set forth in this Section 6 may be removed at any time, with or duly execute and deliver or cause without cause, by the holders of record of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class at any time during which such holders’ rights pursuant to Section 6(a) continue. Any vacancy in respect of any such additional director arising at any time during which such holders’ rights pursuant to Section 6(a) continue (other than prior to the first election immediately following the applicable Voting Rights Triggering Event) may be duly executed and delivered a filled by the written consent covering, all of the Rollover Shares director elected by the Voting Rights Class remaining in office, or, if none remains in office, by a vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class; provided that the filling of each vacancy shall not violate the Amended and Restated Bylaws of the Corporation as in effect on the effective date of this Certificate of Designations or the corporate governance requirements of the NASDAQ Capital Market (or any other exchange or automated quotation system on which securities of the Corporation may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Directors elected pursuant to the extent voting rights set forth in Section 6(a) shall be entitled to one vote per director on any matter. (d) Any director elected pursuant to the Rollover Shares may voting rights set forth in Section 6(a) shall hold office until the next annual meeting of stockholders; provided, however, notwithstanding the foregoing, at such time as all dividends in arrears, the nonpayment of which caused the Voting Rights Triggering Event, have been paid in full, then, automatically and without any further action by any Person, the terms of office of directors elected pursuant to the voting rights set forth in this Section 6 shall cease and the number of directors comprising the Board shall be reduced accordingly. (e) So long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote on or consent of the matter Holders of at least a majority in question) voting power of the shares of Series A Preferred Stock outstanding at the time, voting together as a single class with all series of such record dateParity Stock upon which similar voting rights have been conferred and are exercisable, given in person or by proxy, either in writing or at a meeting: (ai) in favor amend or alter the provisions of the adoption and approval Certificate of Incorporation or this Certificate of Designations so as to authorize or create, or increase the Merger Agreement and authorized or issued amount of, any class or series of Senior Stock or reclassify any of our authorized Capital Stock into shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the Mergerright to purchase any shares of Senior Stock; (bii) against amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate of Designations so as to adversely affect any actionright, proposalpreference, agreement privilege or transaction voting power of the shares of Series A Preferred Stock; (including any Acquisition Proposaliii) that would reasonably be expectedconsummate a binding share exchange or reclassification involving the shares of Series A Preferred Stock or a merger or consolidation of the Corporation with another entity, or unless in each case: (A) shares of Series A Preferred Stock remain outstanding or, in the effect of which would reasonably be expected, to change in any manner the voting rights case of any class such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (B) such shares of Series A Preferred Stock remaining outstanding or such preference securities, as the Company or materially impedecase may be, interfere withhave such rights, delaypreferences, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing privileges and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiariesvoting powers, taken as a whole, or a reorganizationas are not materially less favorable to the holders thereof than the rights, recapitalization or liquidation preferences, privileges and voting powers of the Company or Series A Preferred Stock immediately prior to such consummation, taken as a whole; provided, however, that: (A) any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided increase in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy amount of the Company or any authorized but unissued shares of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsPreferred Stock; (cB) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained increase in the Merger Agreement, authorized or issued shares of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilledSeries A Preferred Stock; and (dC) the creation and issuance, or an increase in the authorized or issued amount, of any other series of Parity Stock or Junior Stock, shall be deemed not to adversely affect the rights, preferences, privileges or voting powers of Holders and shall not require the affirmative vote or consent of Holders. (f) If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described in this Section 6 would affect one or more but not all series of voting Preferred Stock (including the Series A Preferred Stock for this purpose), then only the series of voting Preferred Stock adversely affected and entitled to vote shall vote as a class in lieu of all other series of voting Preferred Stock. (g) Whether a plurality, majority or other portion of the Series A Preferred Stock and any other voting Preferred Stock have been voted in favor of any adjournment, recess, delay or postponement matter shall be determined by reference to the respective liquidation preference amounts of the Company Stockholder Meeting as may be reasonably requested by Series A Preferred Stock and such other voting Preferred Stock. (h) Without the Company Board or the Special Committee in order to seek or obtain approval consent of the adoption Holders, the Corporation may amend, alter, supplement or repeal any terms of the Merger Agreement or any action, proposal, transaction or agreement necessary Series A Preferred Stock to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent file a certificate of correction with respect to (or otherwise this Certificate of Designations to utilize the voting power of), any extent permitted by Section 103(f) of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioDGCL.

Voting. Prior (a) Except as otherwise provided in this Section 4.5 or this Article IV, prior to the Expiration Date and subject to the terms of this Agreementan Initial Public Offering, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting each of the Non-▇▇▇▇ Parties that is a Class B Securityholder agrees to vote at any stockholders of the Company, however called, including any adjournment, recess or postponement thereof, meeting (or in connection with any written consent in lieu thereof) all of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval shares of all or some of the stockholders voting capital stock of the Company is soughtowned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in each casesame the manner as ▇▇▇▇ votes the shares of voting capital stock of the Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request following actions by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; : (iiii) an election any transaction between (x) ▇▇▇▇ or any of new members to its Affiliates and (y) the Company Boardor any of its Subsidiaries, other than nominees to the Company Board who are serving as directors a transaction (A) with another portfolio company of the Company ▇▇▇▇ or any of its Affiliates that has been negotiated on the date of this Agreement or as otherwise provided arms-length terms in the Merger Agreement; or (iv) any material change in ordinary course of business between the present capitalization or dividend policy managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in specifically contemplated by the Merger Agreement, or of Holder contained in this Agreement; or or (ii) any of the conditions amendment to the consummation Certificate of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay Incorporation or postponement Bylaws of the Company Stockholder Meeting as may be reasonably requested that adversely affects such Securityholder relative to ▇▇▇▇, other than (x) an increase in the authorized capital stock of the Company, or (y) amendments made in connection with any reorganization of the Company effected to facilitate an Initial Public Offering or the acquisition of the Company by merger or consolidation (provided that in such reorganization or acquisition each share of each class or series of capital stock held by the Company Board or Non-▇▇▇▇ Parties is treated the Special Committee in order to seek or obtain approval same as each share of the adoption same class or series of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt capital stock held by ▇▇▇▇; provided, however that, subject to -------- ------- compliance with applicable law, in the event that the one or more of the other corporations or entities that is a party to such an acquisition notifies the Company that it will require the structure of such acquisition to be treated as a recapitalization for financial accounting purposes and that it will require the Company to no longer be subject to the reporting requirements or Section 14 of the Exchange Act after the closing date of the acquisition, then, solely to the extent deemed necessary by such other corporation or entity to satisfy such requirements, the consideration per share the Non-▇▇▇▇ Parties shall be entitled to receive with respect may be a different kind than the consideration per share ▇▇▇▇ shall be entitled to receive). (b) In order to effectuate Section 4.5(a), each Non-▇▇▇▇ Party that is a Class B Securityholder hereby grants to ▇▇▇▇ an irrevocable proxy, coupled with an interest, to vote, or express consent or dissent with respect to (or otherwise to utilize during the voting power of)period specified in Section 4.5(a) above, any all of the Rollover Shares shares of voting capital stock of the Company owned by the grantor of the proxy in a the manner that violates or breaches the terms of this Agreement shall be null and void ab initioset forth in Section 4.5(a).

Voting. Prior to During the Expiration Date and subject to the terms term of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting Okumus Group shall cause all Voting Securities beneficially owned, directly or indirectly, by the Okumus Group or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding Okumus Affiliate as of the record date for determining stockholders entitled any meeting of the Company’s stockholders, or as to which the Okumus Group or the Okumus Affiliates have the right to vote at such any meeting of the Company’s stockholders, to be counted as present thereat for quorum purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all at any such meeting of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: Company’s stockholders or at any adjournments or postponements thereof, (a) in favor of each director nominated and recommended by the adoption and approval of the Merger Agreement and the Merger; Board for election at any such meeting, (b) against any actionstockholder nominations for director which are not approved and recommended by the Board for election at any such meeting, (c) in favor of the Company’s proposal for the ratification of the appointment of the Company’s independent registered public accounting firm, (d) in favor of the Company’s “say-on-pay” proposal and (e) in accordance with the Board’s recommendation with respect to all other matters; provided, however, in the event that Institutional Shareholders Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election of directors, the ratification of the appointment of the Company’s independent registered public accounting firm, and the Company’s “say-on-pay” proposal), agreement the Okumus Group and the Okumus Affiliates shall be permitted to vote in accordance with such ISS recommendation; provided, further, that nothing herein shall limit the ability of the Okumus Group to announce its views and its vote on any Board-approved publicly announced proposals relating to a merger, acquisition, disposition of all or transaction (including any Acquisition Proposal) that would reasonably be expected, or substantially all of the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares assets of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a saleCompany, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken so long as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members such announcement is limited to the Company Board, other than nominees to the Company Board who are serving as directors merits of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to such matter and does not disparage the Company’s directors or any of its Subsidiaries’ Organizational Documents; (c) against any actionofficers in connection with such matter, proposalincluding the decision to pursue, transaction approve or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiopropose such matter.

Voting. Prior (a) Each Director shall be entitled to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, cast one vote with respect to which each matter brought before the Board of Directors (or any committee of the matters described in subsections (aBoard of Directors of which such Director is a member) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;approval. (b) against any actionThe following matters (together with the matters in Section 5.8(c), proposal, agreement or transaction (including any Acquisition Proposal“Major Decisions”) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares shall require an affirmative vote of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation majority of the Contemplated TransactionsBoard of Directors, including (for so long as Fiat retains the Closing and the Merger, or the performance by Holder of its obligations right to designate Directors under this Agreement, including, without limitation: Section 5.3(a)) at least one Fiat Director: (i) any extraordinary corporate transaction, such as the consummation of a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); Chrysler IPO; (ii) any amendment to this Agreement or to any other organizational documents of the Company; (iii) the consummation of any merger, business combination, consolidation, corporate reorganization or any transaction constituting a change of control, by the Company with or into any Entity; (iv) any sale, lease transfer or transfer other disposition (including by way of issuance of Equity Securities of a material amount Subsidiary) of a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or ; (v) a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization business purpose of the Company; (vi) the opening or dividend policy reopening of a major production facility; (vii) any capital expenditure, investment or commitment of the Company or any of its Subsidiaries (or series of related expenditures, investments or commitments) in excess of $250,000,000; (viii) any amendment Liquidation Proceeding; and (ix) any proposal or other change to action by the Company’s or any of its Subsidiaries’ Organizational DocumentsCompany that is not in accordance with the Business Plan and/or Annual Operating Budget; (c) against The terms and conditions of any actionindebtedness incurred by the Company in excess of $250,000,000 must be approved by an affirmative vote of the majority of the Board of Directors. (d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as otherwise provided by this Agreement, proposalthe Shareholder Agreement, the LLC Act, other Law or the Certificate of Formation, all policies and other matters to be determined by the Directors shall be determined by a majority vote of the members of the Board of Directors present at a meeting at which a quorum is present. No Director shall be disqualified from voting on matters as to which such Director or the Persons that elected such Director may have a conflict of interest, whether such matter is a direct conflict of interest in connection with which the Person that elected such Director or any affiliate of such Person will engage in a transaction with the Company or agreement one or more of its Subsidiaries or of another nature; provided that would result in (i) a breach in prior to voting on any respect such matter, such Director shall disclose the fact of any covenant, representation such conflict to the other Directors (other than conflicts arising from such Director’s relationship with the Persons who elected such Director) and the material terms of such transaction and the material facts as to the relationship or warranty or any other obligation or agreement interest of the Company contained in the Merger AgreementPerson that elected such Director or such Person’s affiliate, or of Holder contained in this Agreement; or (ii) any Director may determine to recuse himself or herself from voting on any matter as to which such Director or the Person that elected such Director may have a conflict of the conditions interest, and (iii) no Director shall have any duty to disclose to the consummation Company or the Board of Directors confidential information in such Director’s possession even if it is material and relevant information to the Merger set forth Company and/or the Board of Directors and, in Article VI of any such case, such Director shall not be liable to the Merger Agreement not being fulfilled; and (d) in favor Company or the other Members for breach of any adjournment, recess, delay or postponement duty (including the duty of the Company Stockholder Meeting loyalty and any other fiduciary duties) as may be reasonably requested a Director by the Company Board or the Special Committee in order to seek or obtain approval reason of the adoption such lack of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any disclosure of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiosuch confidential information.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at (a) If the Company Stockholder Meeting or Shareholder Approval is obtained, then in connection with any other proposal thereafter submitted for Company shareholder approval (at any annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, called or in connection with any other action (including the execution of written consent consents)) related to the election or removal of directors of the Board, each of the Minority Shareholders (solely in their capacity as shareholders of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of ) will (i) cause all or some of the stockholders Minority Shares then held by such Minority Shareholder to be present in person or represented by proxy at all meetings of shareholders of the Company, so that all such shares shall be counted as present for determining the presence of a quorum at such meetings and (ii) vote all of the Minority Shares then held by such Minority Shareholder at the time of the applicable vote (A) in favor of any nominee or director nominated by the Governance Committee and (B) against the removal of any director nominated by the Governance Committee. (b) If the Opt-Out Proposal is authorized and approved by the requisite vote of the shareholders of the Company or if the Voting Agreement is soughtterminated in accordance with the terms and provisions thereof (whichever occurs earlier), then in each case, connection with respect any proposal thereafter submitted for Company shareholder approval (at any annual or special meeting called or in connection with any other action (including the execution of written consents)) related to which any the election or removal of directors of the matters described in subsections Board, each of the Majority Shareholders, severally and not jointly and severally, will (a) through (d) cause all of this Section 2.4 is the Shares then held by such Majority Shareholder to be consideredpresent in person or represented by proxy at all meetings of shareholders of the Company, Holder so that all such shares shall be counted as present for determining the presence of a quorum at such meetings and (solely b) vote all of the Shares then held by such Majority Shareholder at the time of the applicable vote (i) in favor of any Minority Shareholder Designee nominated by the Governance Committee and (ii) against the removal of any Minority Shareholder Designee nominated by the Governance Committee; provided, that, notwithstanding the foregoing, nothing in this Agreement shall in any way (a) restrict or limit the Majority Shareholders, or any designee or representative of any such Majority Shareholder, as applicable, in the fiduciary capacity as a trustee under a trust from taking (or omitting to take) any action in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation fiduciary in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded order to fulfill fiduciary obligations under applicable law or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against restrict or limit (or require any action, proposal, agreement Majority Shareholder to attempt to restrict or transaction (including limit) such Majority Shareholder or any Acquisition Proposal) that would reasonably be expected, designee or representative of such Majority Shareholder in a fiduciary capacity from acting in such capacity or voting in such capacity in the effect good faith exercise of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company his or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its her fiduciary obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioapplicable law.

Voting. Prior Until the Termination Date, the Wynnefield Parties shall, and shall cause each of their respective Affiliates to (i) be represented in person or by proxy at the 2020 Annual Meeting cause all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted at the 2020 Annual Meeting, all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over on the Company’s proxy or voting instruction form in favor of (A) each of the directors nominated by the Board and recommended by the Board for election to the Expiration Date Board at the 2020 Annual Meeting (and subject not in favor of (x) any other nominees for election to the terms Board or (y) the removal of this Agreementany such nominees), Holder hereby agrees that including, for greater certainty, in favor of the 2020 Nominees at the Company Stockholder 2020 Annual Meeting and (B) each routine matter or proposal recommended for stockholder approval by the Board at the 2020 Annual Meeting and (iii) not execute any other annual proxy or special meeting voting instruction form in respect of the stockholders 2020 Annual Meeting other than the proxy or voting instruction form being solicited by or on behalf of management of the Company; provided, however, that the Wynnefield Parties and their respective Affiliates shall have the right to vote or act by written consent in their sole discretion with respect to any (1) Extraordinary Transaction involving the Company and requiring a vote of the Company’s stockholders, however called(2) any other non-routine matters or proposals presented for stockholder consideration at such meeting (excluding, including for the avoidance of doubt, any adjournmentmatter referred to in clause (A) above), recess and/or (3) any matters or postponement thereof, or in connection with any written consent proposals requiring a vote of the Company’s stockholders and in at any other circumstance upon which a vote, consent or approval of all or some of meeting subsequent to the stockholders of the Company is sought2020 Annual Meeting, in each case, with respect for the avoidance of doubt, subject to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio5.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement(a) Each Stockholder shall, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanySeller, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtSeller, in each case, with respect to which any of the matters described in subsections vote (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares then held of record or beneficially owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares such Stockholder (to the extent the Rollover Shares may Stockholder has the right to vote on or direct the matter in question) outstanding as voting of such record date: Shares) (ai) in favor of the adoption Merger, the execution and approval delivery by the Seller of the Merger Agreement and the Merger; approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (bii) against any action, proposal, agreement or transaction (including any proposal relating to an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing Proposal and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Seller under the Merger Agreement, Agreement or of Holder contained which would result in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilled; and. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Shares in favor of a Superior Offer that is submitted for approval by the stockholders of the Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the Seller’s stockholders in accordance with Section 4.4 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the terms of this Agreement, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement (c) Subject to Section 6 hereof, each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) in favor Subject to the terms and conditions of any adjournmentthis Agreement, recess, delay or postponement each of the Company Stockholder Meeting as may parties hereto agrees to use all reasonable efforts to take, or cause to be reasonably requested taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of this Agreement and the Merger Agreement or Agreement. Each party shall promptly consult with the other and provide any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent information and material with respect to (or otherwise to utilize the voting power of), all filings made by such party with any of the Rollover Shares Governmental Authority in a manner that violates or breaches the terms of connection with this Agreement shall be null and void ab initiothe transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have.

Voting. Prior Each Shareholder shall be entitled to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn vote in accordance with their class of shares, if their class is entitled to vote. The Corporation shall have two classes of shares: Class A Shares and Class B Shares. Class A Shares shall have voting rights equal to one vote per share. Class B Shares shall have no voting rights. All issues not reserved for the provisions Board, that are expressly reserved for the Shareholders shall be determined by a majority vote, which will require approval by Shareholders holding at least 51% of the Merger issued Class A shares of stock in the Corporation (a “Majority Vote”), or as otherwise required in this Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause . The Board shall be explicitly vested the Rollover Shares outstanding as power vote on all matters of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether Corporation not expressly reserved otherwise, by a quorum is present and respond to each request by the Company for written consentMajority Vote, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (including but not limited to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing: (a) in favor of the adoption and approval of the Merger Agreement and the Mergerany capital expenditures greater than $1,000; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights acquisition of any class of shares of business interests by the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsCorporation; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect the payment of any covenant, representation cash dividends or warranty stock dividends (if any) to Shareholders of the Corporation; (d) the issuance of any debt obligations of the Corporation; (e) the disposal of the whole or any other obligation or agreement part of the Company contained business, undertaking, or assets of the Corporation outside the normal course of business of the Corporation; (f) the transfer of any Class A Shares of the Corporation; (g) changes or variations in the Merger Agreement, objects or of Holder contained in this Agreement; or (ii) any powers of the conditions to Corporation; (h) the consummation approval of any contracts or transactions inside or outside the Merger set forth normal course of business in Article VI excess of the Merger Agreement not being fulfilled$1,000.00; and (di) in favor the lending of any adjournment, recess, delay or postponement money by the Corporation; and (j) business plan and/or budgets. No vote is needed for matters that are considered matters of day-to-day operations of the Company Stockholder Meeting as may Corporation. For purposes of this Agreement, “day to day operations” shall mean the activities of the Corporation that the Corporation and/or its agents engage in on a daily basis for the purpose of generating a profit and increasing the value of the business. If there is a dispute concerning whether something is considered day-to-day operations, the Board will determine what constitutes day-to-day operations in its sole discretion. Any dispute over what shall be reasonably requested voted upon or who shall vote, if not explicit in this Agreement, shall solely be resolved by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any actionBoard, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioMajority Vote.

Voting. Prior to The Stockholders hereby direct the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Trustee to vote at such meeting to be counted the Shares as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollows: (a) Except as provided in favor (c) below, until the Standstill Termination Date, the Trustee shall vote (or submit its written consent with respect to) the Shares on all matters submitted to a vote of the adoption and approval Company's stockholders other than an election of directors, whether at a meeting of stockholders or by written consent, either (i) in the Merger Agreement and case of a vote taken at a stockholders meeting, in the Merger;same proportion as the votes cast by other holders of Voting Securities or (ii) in the case of action taken by written consent, so that the percentage of Stockholder Voting Power consented to on a matter equals the percentage of all other outstanding Voting Securities so consented. (b) against any actionExcept as provided in (d) below, proposaluntil the Standstill Termination Date, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner election of directors, the voting rights of any class of shares Trustee shall vote the Shares for the election of the Company or materially impedeIndependent Directors nominated by the Board of Directors by a Majority Vote, interfere withand, delayunless otherwise directed by NPC, postpone, frustrate, discourage or adversely affect for the timely consummation election of the Contemplated Transactions, including other persons nominated by the Closing and the Merger, or the performance by Holder Board of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;Directors. (c) against Until the Standstill Termination Date, with respect to any action, proposal, transaction vote or agreement that would result in consent of the Company's stockholders (i) on a breach in merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any respect sale of any covenant, representation all or warranty substantially all of the Company's assets or any other obligation or agreement issuance of Voting Securities that would represent in excess of 20% of the Company contained in Voting Power prior to such issuance, including any of the Merger Agreement, foregoing involving NPC or of Holder contained in this Agreement; NWA or (ii) on any amendment to the Company's amended and restated certificate of incorporation or its bylaws that would materially and adversely affect NPC (including through its effect on the Alliance Agreement and the rights of the conditions to Voting Securities Beneficially Owned by NPC), the consummation Shares shall be voted by the Trustee as directed by NPC and, in the absence of the Merger set forth in Article VI of the Merger Agreement such direction, shall not being fulfilled; andbe voted. (di) in favor of any adjournmentUntil the Standstill Termination Date, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Trustee shall vote the Shares, at the election of NPC, either (A) as recommended by the Board of Directors or otherwise (B) in the same proportion as the votes cast by the other holders of Voting Securities. (ii) Upon learning that a Person other than the Company is soliciting proxies in any election of directors, the Company shall promptly notify the Trustee and NPC. Not later than five (5) Business Days prior to utilize the voting power of), any date of the Rollover stockholders meeting at which the proxies solicited by such other person are to be voted, NPC shall notify the Trustee and the Company of its election under Section 3(d)(i). If no election is timely made by NPC, the Trustee shall vote the Shares in the same proportion as the votes cast by the other holders of Voting Securities. NPC may instruct the Trustee to change the vote cast at any time before the close of business two (2) days before a manner stockholders meeting by giving notice to the Trustee and the Company. (e) In the event the Trustee is required under this Voting Trust Agreement to vote the Shares in the same proportion as the votes cast by other holders of Voting Securities, the Trustee may discharge its obligation so to vote the Shares by delivering to the Company a proxy or written consent (as the case may be) providing that violates or breaches the terms Shares are to be so voted, in which event the Trustee shall have no duty to ascertain the actual votes cast by other holders of this Agreement shall be null and void ab initioVoting Securities.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to ending on the terms Standstill Termination Date, each of this Agreementthe GSO Funds: (a) shall (and shall cause its Affiliates to) take such action (including, Holder hereby agrees that at without limitation, if applicable, through the execution of one or more written consents if stockholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of stockholders of the Company) at each meeting of the stockholders of the CompanyCompany as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, however calleddirectly or indirectly, by it and/or by any of its Affiliates are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of the Company to the other holders of Voting Securities (including any adjournment, recess or postponement thereof, or in connection without limitation with any written consent respect to director elections) of the Company’s stockholders and ; provided, that the foregoing shall not apply in any other circumstance upon which a vote, consent or approval of all or some of the stockholders event that the Board of the Company is sought, recommends that the other holders of Voting Securities vote against the Company’s approval of a “Sale Transaction” (as defined in each case, with respect to which any of the matters described in subsections Joint Development Agreement); (ab) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or shall cause its representative(sAffiliates to) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or duly execute them from time to time may be counted for the purposes of determining the presence of a quorum and deliver voted in accordance with Section 2.5(a) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company; and (c) subject to the proviso in Section 2.5(a), shall (and shall cause their respective Affiliates to) vote (or cause to be duly executed and delivered a voted) or to act by written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares securities of the Company Group Beneficially Owned by it that are not Voting Securities as directed or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect recommended by the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Board of the Company and its Subsidiariesshall cause such other securities to be counted as present for the purposes of establishing a quorum, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioextent applicable.

Voting. Prior (a) Except as otherwise provided in this Section 4.5 or this Article IV, prior to the Expiration Date and subject to the terms of this Agreementan Initial Public Offering, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting each of the stockholders of the Company, however called, including Non-BLUM Parties agrees to vote at any adjournment, recess or postponement thereof, stockholder▇ ▇▇eting (or in connection with any written consent in lieu thereof) all of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval shares of all or some of the stockholders voting capital stock of the Company is soughtowned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in each casesame the manner as BLUM votes the shares of voting capital stock ▇▇ ▇he Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request following actions by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; : (iiii) an election any transaction between (x) BLUM or any of new members to its Affiliates and (y) the Company Board▇▇▇pany or any of its Subsidiaries, other than nominees to the Company Board who are serving as directors a transaction (A) with another portfolio company of the Company BLUM or any of its Affiliates that has been ne▇▇▇▇ated on the date of this Agreement or as otherwise provided arms-length terms in the Merger Agreement; or (iv) any material change in ordinary course of business between the present capitalization or dividend policy managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in specifically contemplated by the Merger Agreement, or of Holder contained in this Agreement; or or (ii) any of the conditions amendment to the consummation Certificate of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay Incorporation or postponement Bylaws of the Company Stockholder Meeting as may be reasonably requested by that adversely affects such Securityholder relative to BLUM, other than (x) an increase in the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by a▇▇▇▇rized capital stock of the Company, or (y) amendments made in connection with any reorganization of the Company effected to facilitate an Initial Public Offering (provided that in such reorganization each share of each class or series of capital stock held by the Non-BLUM Parties is treated the same as each ▇▇▇▇e of the same class or series of capital stock held by BLUM) or the acquisition of the Company b▇ ▇▇rger or consolidation. (b) In order to effectuate Section 4.5(a), each Non-BLUM Party hereby grants to BLUM an irrevocabl▇ ▇▇oxy, coupled with an int▇▇▇▇t, to vote, or express consent or dissent with respect to (or otherwise to utilize during the voting power of)period specified in Section 4.5(a) above, any all of the Rollover Shares shares of voting capital stock of the Company owned by the grantor of the proxy in a the manner that violates or breaches the terms of this Agreement shall be null and void ab initioset forth in Section 4.5(a).

Voting. Prior (a) Subject to the Expiration Date Sections 1.1(c), (e) and subject to the terms of this Agreement(f), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written matter being voted on at a stockholder meeting or in a consent of solicitation that the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of Board has recommended that the stockholders of the Company is soughtapprove, Investor and the other Investor Parties may vote the shares of Common Stock that they Beneficially Own against or in favor of such matter, in each casetheir sole and absolute discretion. (b) Subject to Sections 1.1(c), (e) and (f), in connection with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as matter being voted on at a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause in a consent solicitation that the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining Board has recommended that the stockholders of the Company entitled to act by consent not approve, Investor and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares other Investor Parties may vote on the matter in question) outstanding as shares of such record dateCommon Stock that they Beneficially Own: (ai) against such matter; or (ii) in favor of such matter; provided, however, that if Investor and the adoption and approval other Investor Parties (taken as a whole) Beneficially Own shares of Common Stock that represent more than the Voting Cap of the Merger Agreement then-outstanding Common Stock, then, with respect to the shares that account for the excess over the Voting Cap, Investor shall, and shall cause the other Investor Parties to, vote in proportion to the Votes Cast. (c) For purposes of Section 1.2(b)(ii), the number of shares of Common Stock that are Beneficially Owned by Investor and the Merger; Brookfield Consortium Members shall not include any Common Stock held by any independently operated business unit of Brookfield Asset Management Inc. or any Affiliate thereof (beach such independently operated business unit, a “Brookfield Investment Advisor”) against (i) in trust for the benefit of persons other than Investor or any actionBrookfield Consortium Member, proposal(ii) in mutual funds, agreement open- or transaction closed-end investment funds or other pooled investment vehicles sponsored, managed or advised or subadvised by such Brookfield Investment Advisor, (including any Acquisition Proposaliii) that would reasonably be expectedas agent and not principal, or the effect of which would reasonably be expected, to change (iv) in any manner other case where such Brookfield Investment Advisor is disaggregated from Brookfield Asset Management Inc. for the voting rights purposes of any class Section 13(d) of the Exchange Act; provided, however, that (A) in each case, such shares of Common Stock were acquired in the ordinary course of business of the Brookfield Investment Advisor’s respective investment management or securities business and not with the intent or purpose on the part of Investor or the Brookfield Consortium Members of influencing control of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect avoiding the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date provisions of this Agreement or as otherwise provided in the Merger Agreement; or and (ivB) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment where appropriate, “Chinese walls” or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any informational barriers and other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioprocedures have been established.

Voting. Prior to the Expiration Date At each annual and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of shareholders held prior to the stockholders expiration of the CompanyStandstill Period, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent each of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect Investors agrees to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such shareholders’ meeting or otherwise cause the Rollover Shares outstanding as all shares of the record date for determining stockholders entitled to vote at such meeting Common Stock beneficially owned by each Investor and their respective Affiliates and Associates to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and quorum; (ii) vote vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates, on the Company’s proxy card or voting instruction form, in person favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) each of the other proposals listed on the Company’s proxy card or by proxyvoting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or duly execute and deliver removal of directors), each of the Investors shall be permitted to vote in accordance with the ISS recommendation; provided, further, that each of the Investors shall be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, acquisition, disposition of all or cause to be duly executed and delivered a written consent covering, substantially all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor assets of the adoption and approval of the Merger Agreement and the Merger; (b) against any actionCompany, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company requiring a vote of shareholders of the Company; and (iii) not execute any proxy card or any voting instruction form in respect of its Subsidiaries (such shareholders’ meeting other than the Merger); (ii) a sale, lease proxy card and related voting instruction form being solicited by or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation on behalf of the Company or any the Board without the Board’s prior written approval. No later than three (3) business days prior to each such meeting of shareholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Subsidiaries; (iii) an election Associates and Affiliates to, vote any shares of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of Common Stock beneficially owned by such Investors in accordance with this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 2.

Voting. Prior to the Expiration Date Each Restricted Party hereby irrevocably and subject to the terms of this Agreement, Holder hereby unconditionally undertakes and agrees that during the Voting Period, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders members of the Company, however called, including the Company Stockholders’ Meeting including any adjournment, recess adjournment or postponement thereof, thereof (or in connection with any written consent of the Company’s stockholders and in any other circumstance circumstances upon which a vote, consent or other approval (including by written consent in lieu of all or some of the stockholders of the Company a meeting) is sought), each Restricted Party shall, in each case, with respect case to which any of the matters described in subsections fullest extent that its (including its controlled Affiliates’) Covered Shares is entitled to vote thereon: (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover all such Covered Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentquorum, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (iib) 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 Covered Shares (i) in favor of the Transaction and adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company for the consummation of the Transaction and the other transactions contemplated by the Merger Agreement; (ii) in favor of any proposal to adjourn the meeting to a later date, if there are not sufficient affirmative votes (in person or by proxy, or duly execute and deliver or cause ) to be duly executed and delivered a written consent covering, all of obtain the Rollover Shares (to the extent the Rollover Shares may vote Required Company Stockholder Vote on the matter date on which such meeting is held; (iii) against any action or agreement that would reasonably be expected to result in question) outstanding as of such record date: (a) in favor of the adoption and approval a breach of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change result in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger condition set forth in Article VI of the Merger Agreement not being fulfilledsatisfied on a timely basis; and and (div) in favor against any Company Alternative Transaction (or any approval of any adjournmentother proposal, recesstransaction, delay agreement or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary without regard to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of such proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably prevent, delay, or impede the consummation of the Transaction or any other transactions contemplated thereby). For the avoidance of doubt, each Restricted Party shall retain at all times the right to vote any Covered Shares beneficially owned or owned of record by each Restricted Party in its sole discretion, and without any other limitation, on any matters other than those explicitly set forth in this Agreement shall be null and void ab initioSection 3 that are at any time or from time to time presented for consideration to the Company’s stockholders.

Voting. Prior (1) When the Executive Committee adopts a decision or recommendation for or concerning a particular Annex which has already been adopted by the Executive Committee pursuant to the Expiration Date and subject to the terms Article 2 of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Executive Committee shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, act: (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum When unanimity is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations required under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or by unanimous agreement of the Company contained in the Merger Agreement, those members or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested alternate members that have been designated by the Company Board or the Special Committee Annex Participants in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇that ▇▇▇▇▇ and who are present and voting; (ii) When no express voting provision is made in this Agreement: by majority vote of those members or alternate members which were designated by the Annex Participants in that Annex and who are present and voting. (2) In all other cases in which this Agreement expressly requires the Executive Committee to act by unanimity, this shall require the unanimous agreement of each member or alternate member present and voting, and in respect of all other decisions and recommendations for which no express voting provision is made in this Agreement, the Executive Committee shall act by a majority vote of the members or alternate members present and voting. (3) If a government has designated more than one Contracting Party to this Agreement, those Contracting Parties together may cast only one vote under this paragraph (e). (4) The decisions and recommendations referred to in sub-paragraphs (1) and (2) above may, with the agreement of each member or alternate member entitled to act thereon, be made by e-mail, mail, facsimile, telex, cable or other means of electronic transmission without the necessity for calling a meeting. In that case, the Executive Committee Chair shall ensure that all Executive Committee representatives (1) receive the necessary documentation in relation to to each decision or recommendation and (2) be given no less than twenty-one days (21) to vote from the date of delivery of the written procedure documentation, or any other period as may be determined by the Executive Committee, acting by unanimity. To the extent that a written procedure is undertaken by e-mail and the written procedure includes language such that a lack of response by a given member will be deemed an affirmative vote, the Chairman will also send such written procedure by facsimile to each member. Such written procedure shall be taken by unanimity or express consent or dissent with respect to majority of such members as required under paragraph (or otherwise to utilize the voting power ofe)(1), any . The Chairman of the Rollover Shares in a manner Executive Committee shall ensure that violates all Participants, or breaches the terms Annex Participants, as the case may be, are informed of each decision or recommendation made pursuant to this Agreement shall be null and void ab initiosub-paragraph.

Voting. Prior (a) In connection with any proposal submitted for Company stockholder approval (at any annual or special meeting called, or in connection with any other action (including the execution of written consents)) related to the Expiration Date election or removal of directors of the Board, each of the Preferred Stockholders will (i) cause all of its respective shares of Company capital stock that are entitled to vote, whether now owned or hereafter acquired (collectively, the “Voting Securities”), to be present in person or represented by proxy at all meetings of stockholders of the Company, so that all such shares shall be counted as present for determining the presence of a quorum at such meetings, (ii) vote all of its Voting Securities: (x) in favor of any nominee or director nominated by the Board and/or the Governance Committee (provided that the Board and subject the Governance Committee adheres to the terms of this AgreementSection 2.1) and (y) against the removal of any director nominated by the Board and/or the Governance Committee and (iii) with respect to any other business or proposal, Holder hereby agrees that at vote all of its Voting Securities in accordance with the recommendation of the Board, other than with respect to the approval of any proposed business combination (including, without limitation, any reorganization, merger, tender offer, exchange offer, consolidation, sale of assets or other similar agreement between the Company Stockholder Meeting or and any other Person). (b) Following the Effective Time, the provisions of this Section 2.3 shall terminate, as to any Voting Securities owned by any Preferred Stockholder, on the first to occur of (x) the date on which such Preferred Stockholder’s Ownership Percentage shall fall below 3% and (y) the date on which any Preferred Stockholder which is a limited partnership Transfers, in accordance with a plan of distribution or liquidation, the Voting Securities owned by such Preferred Stockholder to its partners; provided, however, that if any such Transfer will result in any transferee owning 3% or more of the issued and outstanding Capital Stock of the Company such Preferred Stockholder will not make a Transfer to such transferee unless and until such transferee executes a written joinder agreement in a form approved by the Company pursuant to which such transferee agrees to be bound by the terms of Section 2.3. (c) Each Preferred Stockholder covenants and agrees to be present (in person or by proxy) and vote, for purposes of determining a quorum, all of the shares of Series A Preferred Stock owned by such Preferred Stockholder at any annual or special meeting of the stockholders at which receipt of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is Stockholder Approval will be sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date At each annual and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of shareholders held prior to the stockholders expiration of the CompanyStandstill Period, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent each of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect Investors agrees to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such shareholders’ meeting or otherwise cause the Rollover Shares outstanding as all shares of the record date for determining stockholders entitled to vote at such meeting Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentquorum, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote vote, or cause to be voted, in person or all shares of Common Stock beneficially owned by proxy, or duly execute each Investor and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote their respective Affiliates on the matter in question) outstanding as of such record date: Company’s proxy card or voting instruction form (a) in favor of the adoption and approval each of the Merger Agreement directors nominated by the Board and recommended by the Merger; Board in the election of directors, (b) against any actionother nominees to serve on the Board that have not been recommended by the Board, proposaland (c) in favor of, agreement except with respect to an Extraordinary Matter or transaction (including any Acquisition Proposal) that would reasonably be expectedas otherwise set forth in this Section 2, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares each of the Company shareholder proposals listed on the Company’s proxy card or materially impedevoting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, interfere withincluding in favor of all other matters recommended for shareholder approval by the Board, delayand (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, postpone, frustrate, discourage not execute any proxy card or adversely affect voting instruction form in respect of such shareholders’ meeting other than the timely consummation proxy card and related voting instruction form being solicited by or on behalf of the Contemplated TransactionsBoard; provided, including however, in the Closing event that both Institutional Shareholders Services (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposal (other than the Mergerelection of directors), each of the Investors shall have the right to vote in accordance with the recommendation of ISS and Glass Lewis with respect to such proposal; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Section 2, an “Extraordinary Matter” means, with respect to the Company: any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the performance by Holder Company’s or any of its obligations under this AgreementAffiliates’ assets in one or a series of transactions, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation joint venture or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its SubsidiariesAffiliates with a third party; (iii) an election of new members to the Company Boardin each case, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) requires a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to shareholder vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to (a) The Stockholder irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration Date and subject to (the terms of this Agreement“Applicable Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, however called, including any adjournment, recess Company (a “Meeting”) and at each adjournment or postponement thereof, or and in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent each action or approval of all or some by consent in writing of the stockholders of the Company is sought(a “Consent Solicitation”), in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is cause to be considered, Holder shall (solely present in its capacity as a stockholder of the Company), unless the Company Board person or represented by proxy and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (or express consent or dissent in writing, as applicable) that number of Shares set forth on the Stockholder’s signature page hereto and any additional Shares that are hereafter held of record or beneficially owned by the Stockholder (collectively, the “Subject Shares”) that are entitled to vote (or express consent or dissent in writing, as applicable), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding each case as of such record datefollows: (ai) in favor of any proposal for stockholders of the adoption and approval of Company to adopt the Merger Agreement and approve any other matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger; (bii) in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient Shares present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for an Acquisition Transaction or the adoption of an agreement to enter into an Acquisition Transaction; (iv) against any proposal for any amendment or modification of the Company’s organizational documents that would change the voting rights of any Shares or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (v) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would, or would reasonably be expected to, (A) result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement covenant of the Company contained in under the Merger Agreement, Agreement or of Holder contained in the Stockholder under this Agreement; (B) prevent, delay or impair consummation of the Transactions or dilute, in any material respect, the benefit of the Transactions to Acquiror, except, for the avoidance of doubt, the issuance of the Bridge Notes; (iiC) result in any of the conditions to the consummation of the Merger set forth in Article VI X of the Merger Agreement not being fulfilled; andor (D) facilitate any proposal relating to an Acquisition Transaction or any agreement to enter into any Acquisition Transaction. (db) Any vote required to be cast or consent or dissent in favor writing required to be expressed pursuant to this Section 1.01 shall be cast or expressed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or Consent Solicitation. (c) The Stockholder agrees not to enter into any adjournmentcommitment, recessagreement, delay understanding or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board similar arrangement with any Person to vote or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, give voting instructions or express consent or dissent in writing in any manner inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 1.01.

Voting. Prior to the Expiration Date and subject (a) Subject to the terms of this Agreement, Holder hereby agrees that at each Restricted Party irrevocably and unconditionally agrees, during the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company period beginning on the date of this Agreement or such Restricted Party’s joinder to this Agreement, as otherwise provided applicable, and ending on the Expiration Date (as defined below) (the “Applicable Period”), at each meeting of the members of Bakkt Opco (a “Meeting”) and at each adjournment or postponement thereof, and in connection with each action or approval by consent in writing of the members of Bakkt Opco (a “Consent Solicitation”), to cause to be present in person or represented by proxy and to vote or cause to be voted (or express consent or dissent in writing, as applicable) the Subject Bakkt Opco Units of such Restricted Party that are entitled to vote (or express consent or dissent in writing, as applicable), in each case as follows: (i) in favor of any proposal for members of Bakkt Opco to approve and adopt the Merger Agreement and the other Transaction Documents (including, without limitation, the Surviving Company LLC Agreement; ) and the transactions contemplated thereby, including the Merger, in accordance with the terms thereof; (ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for members of Bakkt Opco to approve and adopt the Merger Agreement and the other Transaction Documents (including, without limitation, the Surviving Company LLC Agreement) and the transactions contemplated thereby, including the Merger, to a later date if there are not sufficient votes to approve and adopt the Merger Agreement and the other Transaction Documents (including, without limitation, the Surviving Company LLC Agreement) and the transactions contemplated thereby, including the Merger, or if there are not sufficient Bakkt Opco Units present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for an Alternative Transaction or the adoption of an agreement to enter into an Alternative Transaction; (iv) against any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or proposal for any amendment or modification of Bakkt Opco’s current Organizational Documents that would change the voting rights of any Bakkt Opco Units or the number of votes required to approve any proposal, including the vote required to approve and adopt the Merger Agreement and the other change Transaction Documents, and the transactions contemplated thereby, including the Merger (provided that this clause (iv) shall not prevent the approval and adoption of the Surviving Company LLC Agreement to the Company’s or any of its Subsidiaries’ Organizational Documents;extent such Surviving Company LLC Agreement is to take effect at Closing); and (cv) against any action, proposal, transaction or agreement that (A) would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; Bakkt Fundamental Representations or (iiB) any of the conditions would reasonably be expected to the prevent, delay or impair consummation of the Merger set forth Transactions in Article VI of the Merger Agreement not being fulfilled; andany material respect. (db) Any vote required to be cast or consent or dissent in favor writing required to be expressed pursuant to this Section 1.01 shall be cast or expressed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or Consent Solicitation. For the avoidance of doubt, nothing contained herein requires any adjournmentRestricted Party (or entitles any proxy of such Restricted Party) to convert, recessexercise or exchange any options, delay warrants or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee convertible securities in order to seek obtain any underlying Bakkt Opco Units. (c) Each Restricted Party agrees not to enter into any commitment, agreement, understanding or obtain approval of the adoption of the Merger Agreement similar arrangement with any Person to vote or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, give voting instructions or express consent or dissent in writing in any manner inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 1.01.

Voting. Prior to Without the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any prior written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefull Board: (a) in favor For so long as Corning, together with its Affiliates, owns 5% or more of the adoption outstanding Voting Securities, (i) Corning shall take such action (and approval shall cause each Affiliate of Corning that beneficially owns Voting Securities to take such action) as may be required so that all Voting Securities beneficially owned by Corning (or any such Affiliate of Corning) from time to time are voted on all matters to be voted on by holders of Voting Securities in the manner recommended by a majority of the Merger Agreement Board, and (ii) Corning (or any Affiliate of Corning), as the Merger;holder of Voting Securities, shall be present, in Person or by proxy, at all meetings of the stockholders of Avanex so that all Voting Securities beneficially owned by Corning (or such Affiliate of Corning) from time to time may be counted for the purposes of determining the presence of a quorum at such meetings. (b) against any action, proposal, agreement For so long as Alcatel owns 5% or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares more of the Company or materially impedeoutstanding Voting Securities, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, Alcatel shall take such action (and shall cause each Affiliate of Alcatel that beneficially owns Voting Securities to take such action) as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company may be required so that all Voting Securities beneficially owned by Alcatel (or any such Affiliate of its Subsidiaries (other than Alcatel) from time to time are voted on all matters to be voted on by holders of Voting Securities in the Merger)manner recommended by the Board; and (ii) a saleAlcatel (or any Affiliate of Alcatel), lease as the holder of Voting Securities, shall be present, in Person or transfer by proxy, at all meetings of the stockholders of Avanex so that all Voting Securities beneficially owned by Alcatel (or such Affiliate of Alcatel) from time to time may be counted for the purposes of determining the presence of a material amount quorum at such meetings; provided that the foregoing voting obligations of assets Alcatel shall not apply with respect to any Avanex Transaction Proposal between Avanex and any competitor of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company Alcatel listed on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;Schedule I hereto. (c) against The foregoing provisions shall also apply to the execution by Corning (or any actionAffiliate of Corning) or Alcatel, proposalas the case may be, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement written consent in lieu of the Company contained in the Merger Agreement, or a meeting of Holder contained in this Agreement; or (ii) any holders of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioVoting Securities.

Voting. Prior to the Expiration Date At each annual and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of stockholders held prior to the stockholders of Termination Date, the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect Investor agrees to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned (within the Rollover Shares outstanding meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as of the record date for determining stockholders entitled to vote at such meeting amended) by him or any Related Entity to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentquorum, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote vote, or cause to be voted, in person all shares of Common Stock beneficially owned by him or by proxy, or duly execute and deliver or cause any Related Entity to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote voted on the matter in question) outstanding as of such record date: Company’s proxy card or voting instruction form (a) in favor of the adoption and approval each of the Merger Agreement directors nominated by the Board and recommended by the Merger; Board in the election of directors, (b) against any actionother nominees to serve on the Board that have not been recommended by the Board, proposaland (c) in favor of each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, agreement including in favor of all other matters recommended for stockholder approval by the Board, and (iii) not execute any proxy card or transaction voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, that with respect to any Extraordinary Matter, the Investor shall have the ability to vote freely all shares of Common Stock beneficially owned by him or any Related Entity. For purposes of this Section 2, (including A) a “Related Entity” means any Acquisition Proposal) that would reasonably be expected, corporation or the effect organization of which would reasonably be expected, to change in any manner the voting rights Investor is the beneficial owner of 50 percent or more of any class of shares equity securities or any trust or other estate in which the Investor has a substantial beneficial interest or as to which the Investor serves as trustee or in a similar fiduciary capacity and (B) an “Extraordinary Matter” means, with respect to the Company, any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the Company Company’s assets in one or materially impedea series of transactions, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation joint venture or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as with a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiothird party.

Voting. Prior to From the Expiration Effective Date until the Termination Date (as defined below) (the “Standstill Period”), each Shareholder Party agrees solely for and subject to the terms on behalf of this Agreement, Holder hereby agrees itself that it will appear in person or by proxy at the Company Stockholder Meeting or any other each annual or special meeting of the stockholders of the Company, however called, Merrimack (including any adjournment, recess postponement, rescheduling or postponement continuation thereof), whether such meeting is held at a physical location or virtually by means of remote communications, and will vote (or execute a consent with respect to) all Voting Securities beneficially owned by it in connection accordance with the Board’s recommendations with respect to (a) each election of directors and any written consent removal of directors, (b) the ratification of the appointment of the Company’s stockholders independent registered public accounting firm, (c) the Company’s “say-on-pay” proposal, and in (d) any other circumstance upon which a vote, consent or approval of all or some of proposal to be submitted to the stockholders of Merrimack by either Merrimack or any stockholders of Merrimack; provided, however, that in the Company is soughtevent that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., in each case, LLC (“Glass Lewis”) makes recommendations inconsistent with such Board recommendations with respect to which any proposal submitted by Merrimack or any of its stockholders (other than proposals relating to the matters described in subsections (a) through (d) election or removal of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Companydirectors), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn each Shareholder Party will be permitted to vote in accordance with the provisions of the Merger AgreementISS or Glass Lewis recommendations in its discretion; provided, (i) appear at further, that each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled Shareholder Party shall be permitted to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of in its discretion on any shares entitled to provide consent as of the record date for determining the stockholders proposal of the Company entitled to act by consent and in respect of any Extraordinary Transaction; provided, further, that if (iix) vote either a Board recommendation or cause to be votedthe implementation of a Board action would, in person the reasonable belief of a New Director, result in an effect, change, event, circumstance, state of facts, development or by proxyoccurrence that, individually or duly execute and deliver or cause to be duly executed and delivered a written consent coveringin the aggregate, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of have a material amount adverse effect on the business, operations, results of assets operations, assets, liabilities or condition (financial or otherwise) of the Company Merrimack and its SubsidiariesAffiliates, taken as a wholewhole and (y) as a result, or a reorganization, recapitalization or liquidation of the Company such New Director (or any of its Subsidiaries; (iiiReplacement) an election of new members to resigns from the Company Board, other than nominees then effective upon the resignation of such New Director (or such Replacement), the Shareholder Party that designated the applicable New Director (or Replacement) will no longer be bound to vote for the Company Board who are serving as directors matter in question in accordance with this Section 2 (but, for the avoidance of doubt, the Company on the date provisions of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in including this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent Section 2 with respect to (or any other matter) will otherwise remain in effect with respect to utilize the voting power ofsuch Shareholder Party), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to During the Expiration Date and subject to Standstill Period, (a) the terms Purchaser shall take such action (including, if applicable, through the execution of this Agreement, Holder hereby agrees that at one or more written consents if shareholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of the stockholders shareholders of the Company) at each meeting of the shareholders of the Company as may be required so that all issued and outstanding Company Common Shares Beneficially Owned, however calleddirectly or indirectly, including by it and/or by any adjournment, recess Purchaser Affiliate (other than Company Common Shares over which it or postponement thereof, any Purchaser Affiliate is the Beneficial Owner solely by reason of the fact that it is the Receiving Party to a Derivative Contract and in respect of which neither it nor any Purchaser Affiliate has voting power) are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of Directors to the other holders of Company Common Shares in connection with any written consent of the Company’s stockholders and in any other circumstance upon which matter submitted to such holders for a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, vote (including with respect to which any of director elections), and (b) the matters described in subsections Purchaser shall, and shall (a) through (d) of to the extent necessary to comply with this Section 2.4 is 4.10) cause any Purchaser Affiliates holding Subject Securities to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, at all meetings of the Rollover shareholders of the Company so that all issued and outstanding Company Common Shares (Beneficially Owned by it or them from time to time may be counted for the extent purposes of determining the Rollover Shares may vote on presence of a quorum and voted in accordance with the matter in question) outstanding as of such record date: preceding clause (a) at such meetings (including at any adjournments or postponements thereof); provided that notwithstanding the foregoing this Section 4.10 shall not apply to, and the Purchaser shall not be obligated to vote in favor accordance with the recommendation of the adoption and approval Board of Directors in connection with, a vote (i) to increase or decrease the number of authorized Preferred Shares, or increase the maximum number of authorized shares of a class having rights or privileges on parity with or superior to the Preferred Shares, (ii) to effect an exchange, reclassification or cancellation of all or part of the Merger Agreement and Preferred Shares, (iii) to add, change or remove the Merger; rights, privileges, restrictions or conditions attached to the Preferred Shares, (biv) against any action, proposal, agreement to increase the rights or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights privileges of any class of shares having rights or privileges on parity with or superior to the Preferred Shares, (v) to create a new class of shares on parity with or superior to the Preferred Shares, (vi) to make any class of shares having rights or privileges inferior to the Preferred Shares of such class on parity with or superior to the Preferred Shares, (vii) to effect an exchange or create a right of exchange of all or part of the Company shares of another class into the Preferred Shares, (viii) to materially constrain the issue, transfer or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation ownership of the Contemplated TransactionsPreferred Shares or (ix) that, including in the Closing and good faith judgment of the MergerPurchaser, would be materially contrary to the interests of, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of have a material amount of assets of and adverse impact on, the Company Purchaser and its SubsidiariesAffiliates, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members . The foregoing provision shall also apply to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect execution by such Persons of any covenant, representation or warranty or any other obligation or agreement written consent in lieu of the a meeting of holders of Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCommon Shares.

Voting. Prior to During the Expiration Date and subject to the terms term of this Agreement, Holder hereby the Stockholder, as a holder of shares of Voting Securities, agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections that: (a) through (d) of this Section 2.4 is to The Stockholder shall, and shall cause each Stockholder Affiliate to, be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, at all meetings of stockholders of the Rollover Shares (Company such that the percentage of the total number of Voting Securities having voting rights which are Beneficially Owned by the Stockholder and the Stockholder Affiliates which are counted for the purpose of determining the presence of a quorum at such meetings shall be equal to the extent percentage of Voting Securities Beneficially Owned by other than the Rollover Shares may Stockholder or the Stockholder Affiliate which are present, in person or by proxy, at such meeting of stockholders of the Company, and which are counted for the purpose of determining the presence of a quorum at such meetings. (b) With respect to all matters submitted to a vote of the Company's stockholders during the term of this Agreement, the Stockholder and each member of the Stockholder Group shall vote all Voting Securities which are counted for the purpose of determining the presence of a quorum at a meeting of stockholders in accordance with Section 4.3(a) hereof, with respect to all matters voted on by the matter stockholders of the Company (whether at a regular or special meeting or pursuant to a unanimous written consent) in questionthe same proportion as all Voting Securities (other than those Beneficially Owned by the Stockholder or the Stockholder Affiliate) outstanding as are voted with respect to such matters. (c) Each Transferee of any Voting Securities who acquires such record dateVoting Securities, directly or indirectly, from the Stockholder or any member of the Stockholder Group agrees that: (ai) The Transferee shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Voting Securities having voting rights which are Beneficially Owned by the Transferee may be counted for the purpose of determining the presence of a quorum at such meetings. (A) With respect to the election of Directors, the Transferee shall vote all Voting Securities Beneficially Owned by the Transferee in favor of the adoption election of all candidates for Director nominated by the Company's Board (including the Stockholder Nominees) and approval (B) with respect to any proposal initiated by a stockholder of the Merger Agreement and Company relating to any matter (other than nonbinding precatory resolutions with respect to which subsection (iii) hereof shall apply), the Merger;Transferee shall vote all Voting Securities Beneficially Owned by the Transferee in accordance with the recommendation of the Board. (biii) against The Transferee shall vote as requested by a majority of the Board on compensatory stock plans submitted to stockholders of the Company for their approval, provided that (i) the Transferee shall not be obligated to so vote if the stock plan at issue involves the potential issuance of more than 5% of the equity securities of the Company, on a fully diluted basis, and (ii) the Transferee shall not be obligated to so vote if the aggregate of all such plans involves the potential issuance of more than 5% of the equity securities of the Company, on a fully diluted basis, in any actionrolling five-year period. (iv) With respect to all other matters submitted to a vote of the Company's stockholders during the term of this Agreement, proposal(i) the Transferee may vote in its sole discretion a number of Voting Securities Beneficially Owned by the Transferee having voting rights with respect to such other matters representing in the aggregate a Voting Ownership Percentage not in excess of the Unrestricted Ownership Percentage, agreement and (ii) the Transferee shall vote all Voting Securities Beneficially Owned by the Transferee having voting rights with respect to such other matters representing in the aggregate a Voting Ownership Percentage in excess of the Unrestricted Ownership Percentage in the same proportion (based on total Votes) as all Voting Securities voted on any such other matter are voted by the stockholders of the Company other than the Transferee, provided, however, that the Transferee may vote any or all of the Voting Securities Beneficially Owned by it in its sole discretion with respect to a vote of the Company's stockholders on any transaction or series of transactions which would, if consummated, constitute a Change in Control of the Company. (including any Acquisition Proposalv) that At all times the Transferee may exercise in its sole discretion such voting rights as the Convertible Preferred Stock may have from time to time pursuant to the Charter and with respect to an amendment to the Charter which would reasonably be expected, or have the effect of which would reasonably be expected, to change in any manner modifying the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely series so as to affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioholders thereof adversely.

Voting. Prior to From and after the Expiration Date date hereof until the Termination Date, each Stockholder irrevocably and subject to the terms of this Agreement, Holder unconditionally hereby agrees that if the Covered Shares have not been previously accepted for payment pursuant to the Offer, at the Company Stockholder Meeting or any other meeting (whether annual or special meeting of the stockholders and each adjourned or postponed meeting) of the Company’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a votestockholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Stockholder will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting Covered Securities to be counted as present thereat (including by proxy) for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover Shares Covered Securities beneficially owned by such Stockholder and entitled to vote thereat as of the relevant time, as follows (in each case, to the extent such matter is submitted to a vote or written consent of the Rollover Shares may vote on the matter in question) outstanding as of such record date:Company’s stockholders): (a) in favor of the adoption and approval of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement and the Merger, to the extent contemplated thereby; (b) against any action, proposal, agreement or transaction (including approval of any Acquisition Proposal, Acquisition Transaction or any agreement related thereto; (c) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares against each of the Company or materially impedefollowing actions (other than the Offer, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of Merger and the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: ): (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger)Acquired Corporation; (ii) a any sale, lease or lease, transfer of a material amount of the assets of the Company and its Subsidiariesor any other Acquired Corporation, taken as a whole, ; or a (iii) any reorganization, recapitalization recapitalization, dissolution, liquidation or liquidation winding up of the Company or any other Acquired Corporation; (d) against any other action, agreement, proposal or transaction that would reasonably be expected to result in a material breach of its Subsidiariesany representation, warranty or covenant or any other obligation or agreement of such Stockholder under this Agreement, or, to the knowledge of such Stockholder, of the Company under the Merger Agreement; and (iiie) against any other action, agreement, proposal or transaction that would reasonably be expected to compete with, impede, interfere with, delay or postpone, discourage, adversely affect or inhibit, in each case in any material respect the consummation of the Offer or the Merger in accordance with the Merger Agreement, including: (i) an election of new members to the Company Boardboard of directors of the Company, other than nominees to the board of directors of the Company Board who are serving as directors of the Company on the date of this Agreement Agreement, who are nominated for election by a majority of the board of directors of the Company, or as otherwise provided in the Merger Agreement; or (ivii) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s certificate of incorporation or any of its Subsidiaries’ Organizational Documents; (c) against any actionbylaws, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting except as may be reasonably requested contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any actionas may be approved in writing by Parent. Except as set forth in this Section 2.1, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares nothing in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiolimit the right of any Stockholder to vote any shares of Company Common Stock in favor of, or against, or to abstain from voting with respect to, any matter presented to the Company’s stockholders, in its sole discretion.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Each Sponsor Entity hereby agrees that at the Company Stockholder Meeting that, except as otherwise contemplated by this Agreement or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) such Sponsor Entity shall not (A) call, or cause MLP, MLP GP or the MLP GP Board to call, any special meeting of the Limited Partners or (B) take action by written consent inconsistent with this Agreement and (ii) at any meeting of the Limited Partners, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the Limited Partners is sought, such Sponsor Entity, if it is entitled to do so, shall appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as all of the record date for determining stockholders entitled to vote at such meeting its Common Units to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consentshall vote its Common Units, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause its Common Units to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in questionA) outstanding as of such record date: (a) in favor of the adoption and for approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction related proposal in furtherance thereof (including any Acquisition proposal relating to an amendment of the Merger Agreement contemplated by Section 6.4(d) thereof but excluding any Adverse Amendment) and (B) against: (1) any Alternative Proposal; (2) any action that would reasonably be expected, or the effect of which would reasonably be expected, expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (ix) a breach in of or failure to perform any respect of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company contained in either MLP Entity or GP Holdings under the Merger Agreement, or of Holder contained in this Agreement; Agreement or (iiy) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilledsatisfied; and (d3) any change in favor the business or management of any adjournment, recess, delay MLP or postponement MLP GP or membership of the Company Stockholder Meeting as may MLP GP Board (other than with respect to the transactions contemplated in the Merger Agreement); (4) any action that would prevent or materially delay, or would reasonably be reasonably requested by expected to prevent or materially delay, the Company Board or the Special Committee in order to seek or obtain approval of the adoption consummation of the Merger Agreement or the GP Equity Transfer; or (5) except as contemplated by the Merger Agreement, change in any actionmanner the distribution policy or capitalization of, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize including the voting power rights of any Partners of, MLP. No Sponsor Entity shall take or agree to take any action which it has agreed not to take in Section 1(a) and this Section 1(b), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Each Founding Unitholder hereby agrees that at the Company Stockholder Meeting that, except as otherwise contemplated by this Agreement or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) such Founding Unitholder shall not as the holder of its Covered Units (A) call, or join with other Unitholders to call, any special meeting of the Limited Partners or (B) take action by written consent inconsistent with this Agreement or (ii) at any meeting of the Limited Partners at which any of the matters described below in this clause (ii) are to be voted on, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the Limited Partners is sought for such matters, such Founding Unitholder as the holder of its Covered Units, if it is entitled to do so, shall appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as all of the record date for determining stockholders entitled to vote at such meeting its Covered Units to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consentshall vote its Covered Units, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause its Covered Units to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in questionA) outstanding as of such record date: (a) in favor of the adoption and for approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction related proposal in furtherance thereof (including any Acquisition proposal relating to an amendment of the Merger Agreement contemplated by Section 6.4(d) thereof but excluding any Adverse Amendment) and (B) against: (1) any Alternative Proposal; (2) any action that would reasonably be expected, or the effect of which would reasonably be expected, expected to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (ix) a breach in of or failure to perform any respect of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company contained in either MLP Entity or GP Holdings under the Merger Agreement, or of Holder contained in this Agreement; or (iiy) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilledsatisfied; and (d3) any change in favor the business or management of any adjournment, recess, delay MLP or postponement MLP GP or membership of the Company Stockholder Meeting as may MLP GP Board (other than with respect to the transactions contemplated in the Merger Agreement); (4) any action that would prevent or materially delay, or would reasonably be reasonably requested by expected to prevent or materially delay, the Company Board or the Special Committee in order to seek or obtain approval of the adoption consummation of the Merger Agreement or the GP Equity Transfer; or (5) except as contemplated by the Merger Agreement, change in any actionmanner the distribution policy or capitalization of, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize including the voting power rights of any partners of, MLP. No Founding Unitholder shall take or agree to take any action as a Unitholder which it has agreed not to take in Section 1(a) and this Section 1(b), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. (a) Prior to the Expiration Date and subject to date on which this Agreement is terminated in accordance with its terms (the terms of this Agreement“Voting Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders Company Equity Holders, and in each written consent or resolutions of any of the CompanyCompany Equity Holders in which the Restricted Party is entitled to vote or consent, however called, including any adjournment, recess the Restricted Party hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or postponement thereofby proxy), or consent to any action by written consent or resolution with respect to, as applicable, any limited liability company or other equity interests of the Company which the Restricted Party beneficially owns, holds or over which the Restricted Party otherwise has voting power (the “Units”) (i) in favor of, and adopt, the Merger Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents, (ii) in favor of the other matters set forth in the Merger Agreement to the extent required for the Company to carry out its obligations thereunder, and (iii) vote the Units in opposition to: (A) any Acquisition Proposal and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger or any of the other Transactions or (y) which are in competition with or materially inconsistent with the Merger Agreement or the Transaction Documents or (B) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. (b) The Restricted Party agrees not to deposit, and to cause its Affiliates not to deposit, any Units owned by the Restricted Party or the Restricted Party’s Affiliates in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of such Units, unless specifically requested to do so by the Company and Parent in connection with the Merger Agreement, the Transaction Documents or the Transactions. (c) The Restricted Party agrees, except as contemplated by the Merger Agreement or the Transaction Documents, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any limited liability company or other equity interests of the Company in connection with any written consent vote or other action with respect to the Transactions, other than to recommend that the Company Equity Holders vote in favor of the adoption of the Merger Agreement, the Transaction Documents and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 6). (d) The Restricted Party agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Merger Agreement, the Transaction Documents, the Merger or any of the other Transactions. (e) The Restricted Party agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without Parent’s and the Company’s stockholders and prior written consent, (A) make or attempt to make any Prohibited Transfer (but for purposes of this Section 6(e), including Units within the term “Restricted Securities” in the definition of “Prohibited Transfer”), except to an Affiliate who agrees to be bound by this Section 6; (B) grant any other circumstance upon which a vote, consent proxies or approval powers of attorney with respect to any or all or some of the stockholders Units; or (C) take any action with the intent to prevent, impede, interfere with or adversely affect the Restricted Party’s ability to perform its obligations under this Section 6. The Company hereby agrees to reasonably cooperate with Parent in enforcing the transfer restrictions set forth in this Section 6. (f) The Restricted Party hereby represents and warrants to Parent and the Company that as of the date hereof, the Restricted Party has beneficial ownership over the type and number of the Units set forth under the Restricted Party’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. (g) In the event of any equity dividend or distribution, or any change in the equity interests of the Company is soughtby reason of any equity dividend or distribution, in each caseequity split, with respect recapitalization, combination, conversion, exchange of equity interests or the like, the term “Units” shall be deemed to refer to and include the Units as well as all such equity dividends and distributions and any securities into which or for which any or all of the matters described Units may be changed or exchanged or which are received in subsections such transaction. The Restricted Party agrees during the Voting Period to notify Parent promptly in writing of the number and type of any additional Units acquired by the Restricted Party, if any, after the date hereof. (ah) through (d) During the Voting Period, the Restricted Party agrees to provide to Parent, the Company and their respective Representatives any information regarding the Restricted Party or the Units that is reasonably requested by Parent, the Company or their respective Representatives and required in order for the Company to comply with Sections 5.10 and 5.11 of this Section 2.4 is the Merger Agreement. The Restricted Party agrees to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms bound by Section 11.15 of the Merger Agreement as if it were a party thereto. To the extent required by applicable Law, the Restricted Party hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), the Restricted Party’s identity and ownership of the Units and the nature of the Restricted Party’s commitments and agreements under this Agreement, the Merger Agreement and any other Transaction Documents; provided that such Change of Board Recommendation has not been rescinded or otherwise withdrawn disclosure is made in accordance compliance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangementSections 5.3, debt or equity financing5.10, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company 5.11 and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio11.15 thereof.

Voting. Prior (i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Property in this Agreement or elsewhere herein or in the Secured Obligations Documents, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Expiration Date Investment Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Obligations Documents; and (ii) Upon the occurrence and during the continuation of an Event of Default and subject to the terms of this the Intercreditor Agreement, Holder hereby agrees that at and after notice thereof from the Company Stockholder Meeting or any other annual or special meeting Collateral Agent to the Grantors of the stockholders Collateral Agent’s intent to exercise its rights under this Section 3.03(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Grantors are the subject of an Insolvency Proceeding): (A) all rights of each Grantor to exercise or refrain from exercising the Companyvoting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, however calleddividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 4.15; and (C) except as expressly permitted by the Secured Obligations Documents, including any adjournment, recess or postponement thereof, or in connection with any without the prior written consent of the Company’s stockholders and in Collateral Agent, it shall not permit any other circumstance upon which a vote, consent issuer of any Pledged Equity Interest to merge or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), consolidate unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aUCC) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement Collateral in which such new debtor has or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger)acquires rights; (ii) a sale, lease or transfer of a material amount of assets all the outstanding Equity Interests of the Company surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder; and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election such Grantor promptly complies with the delivery and control requirements of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioIV hereof.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, Investment Related Property in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Credit Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, that upon the occurrence and during the continuation of an Event of Default, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, upon the occurrence and during the continuation of an Event of Default, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right referred to in the first proviso above; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and void ab initio.no notice of any such voting or consent need be given to the Collateral Agent; and (ii) Upon the occurrence and during the continuation of an Event of Default: (1) subject to clause (b)(i) above, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1; and

Voting. Prior From and after the Closing, unless an exemption or waiver is otherwise approved in advance in writing by the Board, until the date (the “Voting Fall-Away Date”) that is six (6) months after the later of (x) thirty (30) months from the date hereof and (y) the date no Shareholder Director is serving on the Board and, if the Shareholder has the right to nominate a Shareholder Director hereunder at that time, the Shareholder has certified in writing to the Expiration Date Company that it irrevocably waives and subject agrees to forego all its rights under this Agreement with respect to representation on the terms Board (or nomination thereto) and any committee thereof, with respect only to any matter relating to (a) the election or removal of Directors to or from the Board, (b) the effectuation of the provisions of this Agreement, Holder hereby agrees that at or (c) a Shareholder Voting Matter, the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedshall attend, in person or by proxy, or duly execute all meetings of the shareholders of the Company and deliver shall vote, or cause to be duly executed and delivered a written consent coveringvoted, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of Capital Stock held by the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect Shareholder and its Affiliates in such manner as is recommended by the timely consummation of the Contemplated Transactions, including the Closing Board and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) shall deliver (or cause to be delivered) written consents for all the shares of Capital Stock beneficially owned by the Shareholder and its Affiliates on any matter submitted for the written consent of the shareholders of the Company, voting for (or against) the matters contemplated by such written consent in such manner as is recommended by the Board; provided, that the Shareholder’s obligation to comply with the foregoing is, in all cases, subject to compliance with the express, affirmative requirements of the Shareholder’s bona fide publicly available voting principles and guidelines and the Company’s compliance with the terms of this Agreement in all material respects. Both before and after the Voting Fall-Away Date, the Shareholder shall and shall cause and its Affiliates to vote its Shares ratably with the general shareholder base (excluding such Shareholder and its Affiliates) on any transaction (if such transaction is subject to a sale, lease or transfer of a material amount of assets of Company shareholder vote at all) between the Company and its Subsidiaries, taken as a wholeon the one hand, and the Shareholder or a reorganizationan Affiliate thereof, recapitalization or liquidation on the other hand. For the avoidance of doubt, all other matters shall be voted on at the sole discretion of the Company or Shareholder, including, without limitation, the Shareholder Discretionary Matters; provided, however, that the obligation to vote and consider appropriate factors on a case-by-case basis with respect to any matter contemplated by such principles and guidelines shall not be given effect in a manner in-and-of its Subsidiaries; (iii) an election of new members itself that overrides Shareholder’s affirmative voting obligations with respect to the Company Board, other than nominees Shareholder Voting Matters to the Company extent such Board who are serving as directors of recommendation otherwise complies with the Company on the date of this Agreement or as otherwise provided principles and guidelines in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger such matter set forth in Article VI such principles and guidelines; provided, further, that the Shareholder shall reasonably inform and consult with the Company prior to voting against a Board recommendation pursuant to the foregoing sentence (such obligation to inform and consult shall be, for the avoidance of doubt, deemed satisfied to the extent the Shareholder Director raises such issues at a meeting of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofBoard), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (a) All Members shall be entitled to vote on any matter submitted to a vote of the Expiration Date and subject Members. Members may vote either in person or by proxy at any meeting. Each Member shall be entitled to one (1) vote for each Unit held by such Member. (b) With respect to any matter other than a matter for which the terms affirmative vote of Members owning a specified percentage of the Units is required by the Act, the Certificate of Formation or this Agreement, Holder hereby agrees that the affirmative Majority Vote of the Members at a meeting at which a quorum is present shall be the Company Stockholder Meeting act of the Members. (c) Notwithstanding any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by the Company, or any other annual officer or special meeting of the stockholders Manager on behalf of the Company, however calledin each case without the approval of Members holding at least (A) 51% of the Class A Units then outstanding and (B) 51% of the Class B Units then outstanding, including each class voting or consenting, as the case may be, separately, with respect to any adjournmentof the following: (i) any amendment, recess termination, modification or postponement thereofwaiver of any provisions of this Agreement; (ii) the redemption or other acquisition of any Units by the Company; (iii) any split, combination or reclassification of any Units or other limited liability company interests in the Company then outstanding; (iv) the incurrence of any Indebtedness, the creation of any Lien or the issuance of any Guarantee by the Company; provided, however, that this clause (iv) shall not apply to (A) any incurrence of Indebtedness under the Revolver Agreement during the First Distribution Period or (B) any other incurrence of Indebtedness, creation of any Lien or issuance of any Guarantee during the First Distribution Period or the Third Distribution Period if (1) the Member which would hold a minority of the applicable voting rights (absent this clause (iv)) is given the right to review the applicable documents, and to consult with and make suggestions to the other Member (such suggestions to be reasonably considered by such other Member) in connection with such Indebtedness, Lien or Guarantee (as the case may be) and (2) the Member which would hold a majority of the applicable voting rights (absent this clause (iv)) enters into an agreement or other arrangement with the other Member pursuant to which such other Member is fully compensated for the economic cost of any reduction in amounts distributed to it hereunder which are attributable to debt service expenses relating to such Indebtedness; and provided further that, unless otherwise agreed by the holders of the Class B Units, any Indebtedness incurred prior to the beginning of the Third Distribution Period shall state that it matures, or is prepayable without penalty, at or prior to the beginning of the Third Distribution Period; (v) filing or consenting to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to the Company, or the institution of any proceedings with respect to the Company under any applicable insolvency law or otherwise seeking relief with respect to the Company under any laws relating to the relief from debts or the protection of debtors generally; (vi) seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or a substantial portion of its properties; (vii) making any assignment for the benefit of the creditors of the Company; (viii) the engagement in any activities not contemplated or permitted by Section 1.5; (ix) the engagement in any transaction or entry into any agreement with any Member or Affiliate of any Member, or the amendment, modification or waiver of any provisions of any transactions or existing agreements with any Member or any Affiliate of any Member; provided, however, that this clause (ix) shall not apply to (A) entry into any transaction or agreement listed on Schedule 2 or (B) during the Third Distribution Period, entry into any transaction or agreement, or any amendment, modification or waiver of any transaction or agreement, with any Member or Affiliate of a Member if (1) the terms of such agreement, transaction, amendment, modification or waiver are no less favorable to the Company than could be obtained by it at the relevant time in arm’s-length dealings with a Person that is not a Member, an Affiliate of a Member or an Affiliate of the Company, and (2) each of the Members shall have been given written notice of such agreement, transaction, amendment, modification or waiver (and the terms thereof) at least 15 Business Days prior thereto; (x) the sale, lease or other disposition by the Company of any material portion of the Company Property; provided, however, that this clause (x) shall not apply to any sale of Company Property during the Third Distribution Period if such sale (1) is for cash, (2) is for no less than fair market value (determined pursuant to an appraisal conducted by an independent expert with respect to the market for similar property (the cost of which shall be borne by Member B) at a time no more than ninety (90) days prior to such sale date) and (3) is not made to any Affiliate of Member B; (xi) the amendment, modification or waiver of any provision of the O&M Agreement or the appointment of a replacement Operator; provided, however, that this clause (xi) shall not apply to (1) any termination of the O&M Agreement in accordance with its terms, or (2) prior to the Third Distribution Period, appointment of any replacement of the Operator upon or following a termination of the O&M Agreement by the Company pursuant to Section 9.2 of the O&M Agreement; (xii) the termination, amendment, modification or waiver of, or any consent under any Project Document; provided, however, that this clause (xii) shall not apply to (A) any termination, amendment, modification or waiver of, or any consent under, the O&M Agreement or any other agreement between the Company and Member B or any Affiliate of Member B or (B) any amendment or modification of any other Project Document to the extent that the O&M Agreement expressly permits the Operator to make such amendment or modification with out the consent of the Company’s stockholders and in ; (xiii) the appointment or hiring of any other circumstance upon which a vote, consent officer or approval of all or some of employee; or (xiv) the stockholders of the Company is sought, in each case, with respect agreement to which do any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioforegoing.

Voting. Prior Each Manager’s votes upon all matters coming before the Board (whether at a meeting or by written consent) shall be expressed as a percentage of the “Board Voting Percentage” and shall be equal to the Expiration Date and subject to Pro Rata Voting Percentage of the terms Voting Investor that designated such Manager divided by the number of this AgreementManagers designated by such Voting Investor (including any Independent Managers designated by Walgreens); provided, Holder hereby agrees that at the Chief Executive Officer shall be a non-voting Manager. On any vote of the Board approving any acquisition by the Company Stockholder Meeting or any Subsidiary thereof of assets of Walgreens or its Affiliates, or any other annual agreement, contract or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of transaction between the Company is soughtor any Subsidiary, in each caseon the one hand, with respect to which and Walgreens or any of its Affiliates, on the matters described in subsections (a) through (d) of this other hand, as contemplated by Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company4.2(i), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear each Manager’s (other than the Managers designated by Walgreens) votes thereon (whether at each such a meeting or cause its representative(sby written consent) to appear at such meeting or otherwise cause the Rollover Shares outstanding shall be expressed as a percentage of the record date for determining stockholders entitled aggregate voting percentage of all of the Managers (other than the Managers designated by Walgreens) and shall be equal to vote at the Pro Rata Voting Percentage of the Voting Investor that designated such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request Manager divided by the Company for written consent, if any, number of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act Managers designated by consent such Voting Investor and (ii) vote or cause to the votes of each Manager designated by Walgreens, shall be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: 0%. The “Board Voting Percentage” shall mean (i) with respect to any extraordinary corporate transaction, such as a scheme vote of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Board approving any acquisition by the Company or any Subsidiary thereof of assets of Walgreens or its Affiliates, or any other transaction between the Company or any Subsidiary on the one hand, and Walgreens or any of its Subsidiaries Affiliates, on the other hand, as contemplated by Section 4.2(i), the aggregate voting percentage of all of the Managers (other than the Merger); Managers designated by Walgreens) and (ii) a sale, lease or transfer for any other matter the aggregate voting percentage of a material amount of assets all of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation Managers. For purposes of the Company or any of its Subsidiaries; (iiithis Section 3.3(d) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Independent Manager shall be null and void ab initiodeemed to be designated by Walgreens.

Voting. Prior to (a) Each Sponsor irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration Date and subject to (the terms of this Agreement“Applicable Period”), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Company, however called, including any adjournment, recess Parent (a “Meeting”) and at each adjournment or postponement thereof, or and in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent each action or approval of all or some by consent in writing of the stockholders of the Company is soughtParent (a “Consent Solicitation”), in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is cause to be considered, Holder shall (solely present in its capacity as a stockholder of the Company), unless the Company Board person or represented by proxy and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (or express consent or dissent in writing, as applicable) all of his, her or its shares of Parent Common Stock that are entitled to vote (or express consent or dissent in writing, as applicable), in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding each case as of such record datefollows: (ai) in favor of any proposal for stockholders of Parent to adopt the Merger Agreement and approve any other matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger; (ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of Parent to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares of Parent Common Stock present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for a Business Combination Transaction or the adoption and approval of an agreement to enter into a Business Combination Transaction; (iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent; (bv) against any change in the business, management or Board of Directors of Parent; and (vi) against any action, proposal, transaction or agreement that (A) would result in a breach of any representation or transaction (including any Acquisition Proposal) that would reasonably be expected, warranty or covenant of Parent or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations Merger Sub under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (B) would reasonably be expected to prevent, delay or (iv) impair consummation of the Transactions in any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; respect; (cC) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andfulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. (db) Any vote required to be cast or consent or dissent in favor writing required to be expressed pursuant to this Section 1.02 shall be cast or expressed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or Consent Solicitation. For the avoidance of doubt, nothing contained herein requires a Sponsor (or entitles any adjournment, recess, delay or postponement proxy of the Company Stockholder Meeting as may be reasonably requested by the Company Board Sponsor) to convert, exercise or the Special Committee exchange any options, warrants or convertible securities in order to seek obtain any underlying shares of Parent Common Stock. (c) Each Sponsor agrees not to enter into any commitment, agreement, understanding or obtain approval of the adoption of the Merger Agreement similar arrangement with any Person to vote or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, give voting instructions or express consent or dissent in writing in any manner inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Section 1.02. (d) Each Sponsor shall be null comply with, and void ab initiofully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of August 18, 2020, by and among the Sponsors, Parent and other parties thereto (the “Letter Agreement”), including the obligations of the Sponsors pursuant to Section 1 therein to not redeem any shares of Parent Common Stock owned by such Sponsor in connection with the transactions contemplated by the Merger Agreement.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through Each Unit Owner shall be entitled to one (d1) vote and all decisions must be approved by a Majority in Interest of this the Unit Owners, unless otherwise provided in the Declaration or these By-Laws. (b) Each Unit Owner may empower any Person to vote as the proxy of such Unit Owner at any meeting of Unit Owners by written proxy or authorization filed with the Secretary. Such written proxy or authorization, unless specially limited by its terms, shall remain effective until there shall be filed with the Secretary a written revocation of the same or a written proxy or authorization of later date. (c) As provided in Section 2.4 is 4 of Article XXI of the Declaration, at any time following and during the continuance of an Event of Default, the defaulting Unit Owner shall not be entitled to vote on any matter before (or action or decision to be considered, Holder shall (solely in its capacity as a stockholder of taken by) the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Unit Owners. In addition (i) appear at each such meeting or cause its representative(sas provided in *[WRONG CROSS REFERENCE; FIX]* Section 2(f) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of Article XX of the record date for determining stockholders entitled to Declaration, a Registered Mortgagee may, under the circumstances described in such section of the Declaration, vote at such meeting on matters before (or actions or decisions to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by taken by) the Company for written consentUnit Owners, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) as provided in Section 5(b) of Article XXI of the Declaration, Ground Lessee may, under the circumstances described in such section of the Declaration, vote on matters before (or cause actions or decisions to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all taken by) the Unit Owners. hundred five percent (105%) of the Rollover Shares (to last Budget approved by the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actionUnit Owners, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: except (i) any extraordinary corporate transaction, [TEXT DELETED: OR OTHER ITEMS AND/OR IN SUCH OTHER AMOUNTS (REGARDLESS OF THE AMOUNT FOR SUCH ITEM SET FORTH IN THE LAST APPROVED BUDGET) FOR THOSE ITEMS THE COST OF WHICH ARE] *THAT LINE ITEMS IN A NEW BUDGET MAY EXCEED SUCH 105% CAP TO THE EXTENT A HIGHER COST IS* reasonably established (such as a scheme of arrangementutilities, debt insurance and real estate taxes or equity financingPILOT), merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease to replace or transfer of a material amount of assets repair broken or worn out items (regardless of the Company and its Subsidiaries, taken amount thereof) as necessary to maintain the Building as a wholehigh-rise premium first-class office building, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to comply with DUO as the same pertains to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or Common Elements and (iv) any material change in to comply with the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Site 8 South Subway Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to During the Expiration Date period commencing on the date hereof and subject to ending on the terms Standstill Termination Date: (a) the Investors shall (and shall cause their respective Affiliates to) take such action (including without limitation, if applicable, through the execution of this Agreement, Holder hereby agrees that at one or more written consents if stockholders of the Company Stockholder Meeting or are requested to vote through the execution of an action by written consent in lieu of any other such annual or special meeting of stockholders of the Company) at each meeting of the stockholders of the CompanyCompany as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, however calleddirectly or indirectly, by it and/or by any of its Affiliates are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the Board of the Company to the other holders of Voting Securities (including any adjournment, recess or postponement thereof, or in connection without limitation with any written consent respect to director elections) of the Company’s stockholders and ; provided, that the foregoing shall not apply in any other circumstance upon which a vote, consent or approval of all or some of the stockholders event that the Board of the Company is sought, recommends that the other holders of Voting Securities vote against the Company’s approval of a “Sale Transaction” (as defined in each case, with respect to which any of the matters described in subsections Joint Development Agreement); and (ab) through (d) of this Section 2.4 is to be considered, Holder the Investors shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (ishall cause their respective Affiliates to) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresent, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or duly execute them from time to time may be counted for the purposes of determining the presence of a quorum and deliver voted in accordance with Section 2.5(a) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company. (c) subject to the proviso in Section 2.5(a), the Investors shall (and shall cause their respective Affiliates to) vote (or cause to be duly executed and delivered a voted) or to act by written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares securities of the Company Group Beneficially Owned by it that are not Voting Securities as directed or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect recommended by the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Board of the Company and its Subsidiariesshall cause such other securities to be counted as present for the purposes of establishing a quorum, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioextent applicable.

Voting. Prior Except with respect to the Expiration Date and subject to the terms of this Agreementany Excluded Matter (as defined below), Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders stockholders, Oaktree Shareholders shall (and in any other circumstance upon which a shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or approval of cause their rights to consent to be exercised) with respect to, all or some of the stockholders Voting Securities of the Company is sought, beneficially owned by them (and which are entitled to vote on such matter) in each case, with respect to which any excess of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding Voting Cap as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes the determination of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act vote or consent to such matter, with respect to each matter on which stockholders of the Company are entitled to vote or consent, in the same proportion (for or against) as the Voting Securities of the Company that are owned by consent stockholders (other than an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) of the Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter. In any election of directors to the Board, except with respect to an election of Directors to the Board where one or more members of the slate of nominees put forward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (iia “Contested Election”), the Oaktree Shareholders shall (and shall cause their Affiliates to) vote vote, or cause to be voted, in person or by proxy, or duly execute and deliver exercise their rights to consent (or cause their rights to consent to be duly executed and delivered a written consent coveringexercised) with respect to, all shares of the Rollover Shares Company beneficially owned by them (and which are entitled to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (amatter) in favor of the adoption slate of nominees approved by the Nominating and approval Corporate Governance Committee. In the case of a Contested Election, Oaktree Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Merger Agreement and Voting Cap in the Merger; same proportion (bfor or against) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of as all other shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation that are owned by stockholders of the Contemplated TransactionsCompany (other than the Oaktree Shareholders, including any of their Affiliates or any Group which includes any of the Closing foregoing) are voted or consents are given with respect to such Contested Election. For so long as the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior written consent of Oaktree, the Company and the MergerBoard shall not, directly or the performance indirectly (whether by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company otherwise), (i) issue Preferred Stock or any other class or series of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets Equity Interests of the Company and its Subsidiariesthat ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, taken as a whole, winding up or a reorganization, recapitalization or liquidation dissolution of the Company or any other circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owning more than 20% of its Subsidiaries; the outstanding Equity Securities of the Company (except that the Company and the Board shall have the right to issue Equity Securities in connection with a merger or other business combination transaction with the consent of the Oaktree Shareholders), or (iii) an election issue any Equity Securities of new members any subsidiary of the Company (other than to the Company Board, other than nominees to the Company Board who are serving as directors or a wholly-owned subsidiary of the Company on the date of this Agreement or as otherwise provided in the Merger AgreementCompany); or (iv) terminate the Chief Executive Officer or any material change in the present capitalization or dividend policy other officer of the Company or set forth in the Oaktree Shareholders Agreement at any of its Subsidiaries or any amendment or other change to time during the 18 months following the closing date, except if such termination is for Cause (as defined in the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement 2014 Equity Incentive Plan). During the 18 months after the closing of the Company contained Merger, for so long as the Oaktree Shareholders and their affiliates in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any aggregate beneficially own at least 33% of the conditions to the consummation outstanding Voting Securities of the Merger set forth in Article VI Company, the affirmative approval of at least seven Directors shall be required to appoint any replacement Chief Executive Officer of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany.

Voting. Prior During the Standstill Period, the Investor shall (and shall cause each of its Permitted Transferees to): (a) cause all Voting Securities beneficially owned by the Investor to be present, in person or represented by proxy, at all meetings of the Expiration Date and subject to the terms stockholders of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting (whether annual or special, at any adjournment or postponement thereof or in any other annual circumstances upon which a vote, consent or special meeting other approval (including by written consent) is sought or obtained by or from the stockholders of the Company), so that such Voting Securities shall be counted for determining the presence of a quorum at each such meeting; and (b) vote, or cause to be voted at all meetings of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approve in any other circumstances, upon which such vote, consent or other approval of all (including a written consent) is sought or some of obtained by or from the stockholders of the Company is soughtCompany, in each case, with respect to which any of all Voting Securities beneficially owned by the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding Investor as of the record date for determining stockholders each such meeting or action: (i) with respect to any proposal or resolution relating to the election of Directors, in accordance with the Board’s recommendation; and (ii) with respect to any other proposal or resolution, at the Investor’s election: (A) in the same manner (including by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast “for” or “against,” and abstentions or vote withholdings made, in respect of all Voting Securities held by holders of Voting Securities (other than the Voting Securities beneficially held by the Investor) as of such record date or (B) in accordance with the Board’s recommendation. Notwithstanding anything to the contrary set forth in Section 4.02(a) and (b), from and after the date on which the Board no longer includes any Investor Designee, the Investor shall be entitled to vote at such meeting vote, or cause to be counted as present thereat for purposes voted at all meetings of determining whether the stockholders of the Company, or vote, consent or approve in any other circumstances upon which such vote, consent or other approval (including a quorum written consent) is present and respond to each request sought or obtained by or from the stockholders of the Company, all Voting Securities beneficially owned by the Company for written consent, if any, of any shares entitled to provide consent Investor as of the record date for determining each such meeting or action in the stockholders Investor’s sole discretion and without reference to the recommendation of the Board or the votes cast by any other stockholder of the Company entitled with respect to act by consent and (ii) vote any proposal or cause resolution relating to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, share exchange, sale, disposition, purchase, acquisition or other business combination extraordinary transaction involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding So long as no Event of the record date for determining stockholders entitled to vote at such meeting to Default shall have occurred and be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datecontinuing: (a1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Securities Purchase Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Securities Purchase Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof, except solely to the extent required to vote in such manner under any agreement restricting Prolong International Corporation’s right to vote its shares of capital stock of Oryxe Energy International, Inc.; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Securities Purchase Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Securities Purchase Agreement, and void ab initiono notice of any such voting or consent need be given to the Collateral Agent; and (2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the applicable Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (ii) Upon the occurrence and during the continuation of an Event of Default: (1) all rights of any Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, except to the extent prohibited by any agreement restricting Prolong International Corporation’s right to vote its shares of capital stock of Oryxe Energy International, Inc., in which event Grantor agrees to vote in accordance with any such agreement in accordance with the Collateral Agent’s instruction; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 7.

Voting. Prior From and after the date hereof until the earlier of (a) the consummation of the Merger, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein and (c) the entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement, or any written waiver of the Company’s rights under the Merger Agreement made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, the Merger Consideration or an extension of the End Date or which is otherwise adverse to any of the Stockholders in any material respect (such earlier date, the “Expiration Date Date”), each Stockholder irrevocably and unconditionally hereby agrees, subject to the terms of this AgreementSection 1.5, Holder hereby agrees that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting of the stockholders and each adjourned or postponed meeting) of the Company’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a votestockholders, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Stockholder will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause all of its or his Existing Shares and other shares of Common Stock over which it has acquired beneficial ownership after the Rollover Shares outstanding date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of the Rights, any stock options to acquire Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), which it owns as of the applicable record date for determining stockholders entitled to vote at such meeting date, to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover such Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (aA) in favor of the adoption and approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger; , (bB) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action, proposal, agreement action or transaction (including any Acquisition proposal in favor of a Company Takeover Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members regard to the terms of such Company BoardTakeover Proposal, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or and (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (cD) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in (i) a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder a Stockholder contained in this Agreement; Agreement or (ii2) any of prevent, materially impede or materially delay the conditions Company’s or Parent’s ability to consummate the consummation of transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (D), the “Required Votes”). Except as explicitly set forth in Article VI this Section 1.1, nothing in this Agreement shall limit the right of the Merger Agreement not being fulfilled; and each Stockholder to vote (dincluding by proxy or written consent, if applicable) in favor of any adjournmentof, recess, delay against or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent abstain with respect to (or otherwise any matters presented to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany’s stockholders.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through Subject to Section 3.3 and 3.4, Sherritt shall vote its Units in favour of all of the persons nominated by the Trust or the Board of Directors for election as Trustees and approval as Directors, respectively, provided that: (i) the Trust is in compliance with its obligations under this Agreement to nominate the Sherritt/OTPP Trustee Nominee and the Sherritt/OTPP Director Nominee; and (ii) if elected or approved, the Trustees and the Directors nominated by the Trust will meet the requirements of the Declaration of Trust relating to the eligibility and the composition of the Trustees and the articles of incorporation and by-laws of New Fording and the CBCA relating to the eligibility and composition of the Board of Directors. (b) Sherritt shall deliver a proxy to the Trust that complies with Section 3.2(a) (the "Proxy") at least ten days prior to any meeting of Unitholders at which the election of Trustees is to be considered (the "Proxy Deadline"). (c) If the Trust does not receive the Proxy at least 15 days before such meeting, the Trust shall provide notice to Sherritt and to OTPP substantially in the form attached as Schedule "A" (the "Proxy Notice") that it has not received the Proxy, provided however that the Trust will not be liable to any Person for any costs, damages or expenses which may be incurred as a result of its failure to provide such notice. (d) If Sherritt does not deliver the Proxy by the later of this Section 2.4 the Proxy Deadline and two business days after delivery of a Proxy Notice or if, at or prior to a meeting of Unitholders at which the election of Trustees or the appointment of Directors is to be considered, Holder shall (solely Sherritt revokes its Proxy or OTPP does not comply with this similar provision in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger OTPP Governance Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn vote against the Trustees or Directors nominated in accordance with the provisions of the Merger Agreementthis Section 3.2, then: (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as Trust and the Board of Directors may withdraw the Sherritt/OTPP Trustee Nominee and the Sherritt/OTPP Director Nominee, respectively, from the slate of nominees proposed by the Trustees and the Trust may cease soliciting proxies in favour of the record date Sherritt/OTPP Trustee Nominee and Sherritt/OTPP Director Nominee and instead include an additional Independent Trustee and an additional Independent Director as nominees for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such election as a scheme of arrangement, debt Trustee or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken approval as a whole, or a reorganization, recapitalization or liquidation of Director as the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilledcase may be; and (dii) in favor of any adjournment, recess, delay Sherritt and OTPP shall no longer be entitled to nominate a Trustee or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger a Director under this Agreement or under the OTPP Governance Agreement; and for greater certainty, neither the Trust nor New Fording shall have any action, proposal, transaction or agreement necessary to consummate remedy against Sherritt and the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any sole consequence of the Rollover Shares in a manner that violates or breaches the terms breach of this Agreement Section 3.2 shall be null and void ab initioas set out in Section 3.2(d)(ii).

Voting. Prior Each member of the Board shall be entitled to cast one vote on each matter considered by such Board; provided, however, that in the Expiration Date and subject event that a vote would result in a tie or deadlock with respect to a matter, the terms CEO Director shall not be entitled to vote with respect to such matter (the Board shall poll its members prior to any vote to effectuate the purposes of this sentence). Except as otherwise expressly provided by this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting act of a majority of the stockholders members of the Company, however called, including Board present at any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon meeting at which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as shall constitute an act of the record date for determining Board, as applicable. Notwithstanding anything to the stockholders contrary contained herein, from and after the first business day after the Closing: (x) the following matters shall require, in addition to any other vote required by applicable law, the affirmative vote of at least the Applicable Percentage of the Company entitled directors then in office; (y) Boise Holdings shall not directly or indirectly take, and shall not permit any of its Subsidiaries to act by consent directly or indirectly take, any of the following actions without first obtaining such approval; and (iiz) vote or FPH shall not cause to be votedor, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actionreasonably within FPH’s control, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company permit Boise Holdings or any of its Subsidiaries to take any of the following actions without first obtaining such approval: (other than the Merger); i) subject to applicable Law or fiduciary duty, any dissolution or liquidation of Boise Holdings; (ii) a salein addition to any other requirement required under Section 8.13 hereof, lease or transfer of a material amount of assets any amendment of the Company and its Subsidiariescertificate of formation, taken as a whole, limited liability company agreement or a reorganization, recapitalization or liquidation other governing documents of the Company Boise Holdings or any of its Subsidiaries; Subsidiaries which would (a) treat any BCC Holder disproportionately vis-a-vis any FPH Holder or (b) place any restriction or limitation on the ability of any BCC Holder to Transfer all or any portion of its Units or reduce the consideration received or to be received by such BCC Holder in connection with such Transfer; (iii) an election the entry into, or amendment of, contracts or other transactions between Boise Holdings and/or any of new members to the Company Boardits Subsidiaries, other than nominees to the Company Board who are serving as directors of the Company on the date one hand, and a Securityholder or any Affiliate thereof, on the other hand except for: (a) the execution, delivery and performance of this Agreement contracts, amendments and/or transactions at or as otherwise provided prior to Closing related to or in connection with the Merger transactions contemplated by the Asset Purchase Agreement; and (b) contracts, amendments and transactions which are no less favorable to Boise Holdings and its Subsidiaries than could be obtained from BCC or its Affiliates or Independent Third Parties negotiated on an arms-length basis; (iv) except as provided for in Boise Holdings’ certificate of formation or limited liability company agreement, the direct or indirect redemption, retirement, purchase or other acquisition of any material change in equity securities of Boise Holdings except for (A) pro rata redemptions among the present capitalization holders thereof or dividend policy (B) repurchases pursuant to Section 4.2(e) of the Company BCH LLC Agreement; (v) appointment of any public auditors which are not one of the Big Four accounting firms; and (vi) delegation of any of the matters covered by any of clauses (i) through (v) above to any committee of the Board. Notwithstanding the foregoing, the approvals required by this Section 3.6 with respect to any of the matters in subsections (i) through (vi) above shall not restrict the sale of any assets or operations of Boise Holdings or any of its Subsidiaries or any amendment or other change to located on the Company’s properties of Boise Holdings or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, Investment Related Property in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Credit Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and void ab initiono notice of any such voting or consent need be given to the Collateral Agent; and (ii) Upon the occurrence and during the continuation of an Event of Default and upon two (2) Business Days prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’s intention to exercise such rights: (1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting 11.1 The provisions of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) subsection of this Section 2.4 is to be considered, Holder shall (solely 11.1 specified in its capacity as a stockholder Section F of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (Transaction Specific Terms shall apply to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateTransaction: (a) in favor of On and after the adoption and approval of the Merger Agreement and the Merger; (b) against any actionSettlement Date, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: Seller (i) shall not take (or refrain from taking) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving action with respect to the Company or any of its Subsidiaries Transferred Rights and Assumed Obligations (an “Act”) other than in accordance with the Merger); prior instructions of Buyer and (ii) a sale, lease shall take (or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (ivrefrain from taking) any material change Act with respect thereto in accordance with the present capitalization or dividend policy prior instructions of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionBuyer, proposal, transaction or agreement that would result in each case except (i) a breach in any respect of any covenantas restricted or prohibited under applicable law, representation rule, order or warranty the Credit Documents (and such restrictions or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; prohibitions are hereby incorporated by reference as if set forth herein) or (ii) if following such instructions might (in Seller’s reasonable determination) expose Seller to any obligation, liability or expense that in Seller’s reasonable judgment is material and for which Seller has not been provided adequate indemnity; provided, however, that (x) if the Act involved is not divisible in respect of the conditions Participation but may be made only in respect of all loans and commitments held by Seller under such Credit Agreement (“Seller’s Claims”), then Seller shall take such Act in accordance with the direction (if timely given) of holders (including Seller, if applicable) owning or holding interests representing more than 50% of the total amount of Seller’s Claims (the “Majority Holders”); or (y) if the Act arises after the commencement of a bankruptcy, insolvency or a similar proceeding relating to the consummation Borrower and/or any Obligor under such Credit Agreement, and is not divisible in respect of all loans and commitments that Seller may own from time to time under such Credit Agreement, but is divisible in respect of all claims of the Merger set forth same class that Seller may have against the Borrower and/or any Obligor under such Credit Agreement, then Seller shall take such Act in Article VI accordance with the directions (if timely given) of the Merger Agreement not being fulfilled; and majority (dincluding Seller, if applicable) of holders (the “Majority Claims Holders”) in favor respect of any adjournmentall such claims (measured by amount of claims). For purposes of determining the Majority Holders or Majority Claims Holders pursuant to the preceding sentence, recess, delay (A) the interests or postponement claims held by Seller for its own account and the interests or claims held by Affiliates of Seller shall be counted or not counted as specified in Section F of the Company Stockholder Meeting as may Transaction Specific Terms, and (B) Seller shall only be reasonably requested required to obtain instructions relating to any Act to be taken in respect of the Transferred Rights and Assumed Obligations related to such Credit Agreement from (x) Buyer or (y) if Seller has consented to transfers of the Transferred Rights related to such Credit Agreement (or any portion thereof) pursuant to Section 10.1(b), the then current holders of the aggregate principal amount of the claims outstanding in respect of which such Act is to be taken by Seller. Buyer acknowledges that it shall be bound by any decisions of the Company Board Majority Holders or the Special Committee Majority Claims Holders, as the case may be, to take or not take an Act. 11.2 Any consent, instruction or other direction of Buyer permitted under Section 11.1 must be in order writing and shall not be effective unless received by Seller no later than one (1) Business Day prior to seek or obtain approval the date on which such direction must be taken by Seller; provided, however, that if Seller gives notice to Buyer of the adoption of Act that is to be taken less than one (1) Business Day prior to the Merger Agreement or any action, proposal, transaction or agreement necessary time when such Act is to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express be taken and Buyer gives a consent or dissent other direction to Seller prior to the time when such Act is to be taken, Seller shall make commercially reasonable efforts to take into account such direction with respect to such Act. Absent such timely consent or other direction (including the withholding of such consent) from Buyer, Seller shall be entitled (but not required), in its sole discretion, to deem that Buyer has given its consent to take (or otherwise refrain from taking) any Act on behalf of Buyer with respect to utilize such matters; provided, however, that in doing so, Seller shall act in good faith and subject to the voting power of), any provisions of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioSection 12.

Voting. Prior Voting power shall be divided between the classes of Corporation Common Stock as follows: (i) Subject to Section B.(5)(ii) of this Article IV, in the election of directors, holders of shares of Class B Common Stock, voting separately as a class (the "Voting B Shares"), shall be entitled to elect that number of directors which constitutes 85% of the authorized number of members of the Board of Directors (or, if 85% of the authorized number of members of the Board of Directors is not a whole number, then the nearest higher whole number) (the "Voting B Share Directors"). The initial Voting B Share Directors shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of Voting B Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Voting B Share Directors at the next annual meeting of stockholders. Each share of Class B Common Stock shall have one vote in the election of the Voting B Share Directors. Subject to Section B.(5)(ii) of this Article IV, in the election of directors, holders of shares of Common Stock (the "Voting Shares"), shall be entitled to elect the remaining director or directors, if any (the "Voting Share Directors"). The initial Voting Share Director, if any, shall be designated by a majority of the directors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the holders of Voting Shares, voting separately as a class, shall be entitled to vote for the election or replacement of such Voting Share Director at the next annual meeting of stockholders. Each share of Common Stock shall have one vote in the election of the Voting Share Directors. For purposes of Sections B.(5)(i), (ii) and (iii) of this Article IV, references to the Expiration Date authorized number of members of the Board of Directors shall not include any directors which the holders of any shares of a series of Preferred Stock have the right to elect voting separately as one or more series. (ii) For purposes of this Section B.(5)(ii) of this Article IV, "Special Voting Rights" means the different voting rights of the holders of Common Stock, on the one hand, and subject the holders of Class B Common Stock, on the other hand, with respect to the terms election of the applicable percentages of the authorized number of members of the Board of Directors as described in Section B.(5)(i) of this AgreementArticle IV. At any time after _____ __, Holder hereby agrees that 2005(2), if approved by the Board of Directors, at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyCorporation, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent the holders of at least 66 2/3% of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some outstanding shares of the stockholders of Common Stock and Class B Common Stock, voting together as a class, may vote to eliminate the Company is soughtSpecial Voting Rights (the "Elimination Vote"), in each case, with respect to which any of case the matters described Special Voting Rights provided for in subsections (a) through (dSection B.(5)(i) of this Section 2.4 is to be consideredArticle IV shall have no further force or effect, Holder shall (solely in its capacity as a stockholder and thereafter holders of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the Corporation Common Stock shall have equal voting rights of any class of shares of the Company or materially impedein all respects, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or except as otherwise provided in by law, and shall be entitled to elect the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy total authorized number of members of the Company or any Board of its Subsidiaries or any amendment or other change to the Company’s or any Directors voting together as a single class, with each share of its Subsidiaries’ Organizational Documents; Corporation Common Stock having one vote. ---------- (c2) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement The second anniversary of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiospin-off.

Voting. Prior From and after the date hereof until the earliest to occur of (a) the Expiration Date consummation of the Contribution, (b) the termination of the Contribution Agreement pursuant to and subject to in compliance with the terms set forth therein, (c) the waiver of the condition set forth in the Contribution Agreement requiring Earthstone to obtain the Required Minority Approval in order to consummate the Contribution (without the consent of Stockholder or EnCap Investments, L.P., in their capacities as direct or indirect equityholders of Earthstone), (d) the making of any change, by amendment, waiver, or other modification, by any party, to any provision of the Contribution Agreement that is adverse to Stockholder (without the consent of Stockholder or EnCap Investments, L.P., in their capacities as direct or indirect equityholders of Earthstone) and (e) the mutual written agreement of each of Stockholder, Earthstone and Bold to terminate this AgreementAgreement (such earliest date, Holder the “Expiration Date”), Stockholder irrevocably and unconditionally hereby agrees that at the Company Stockholder Meeting or any other meeting (whether annual or special meeting and each adjourned or postponed meeting) of the stockholders of the CompanyEarthstone’s stockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the CompanyEarthstone’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtstockholders, in each case, at which or pursuant to which Earthstone’s stockholders will vote with respect to which or consent to any of the matters described Majority Approval Matters, Stockholder (in subsections (asuch capacity and not in any other capacity) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, will (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as all of the record date for determining stockholders entitled to vote at such meeting Securities to be counted as present thereat for purposes of determining whether calculating a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedvoted (including by proxy or written consent, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, if applicable) all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateSecurities: (a) in favor of the adoption and approval Majority Approval Matters (and, in the event that the Majority Approval Matters are presented as more than one proposal, in favor of each proposal that is part of the Merger Agreement and the MergerMajority Approval Matters); (b) against any actionAlternative Proposal, without regard to the terms of such Alternative Proposal, or any other transaction, proposal, agreement or transaction action made in opposition to adoption of the Contribution Agreement or in competition or inconsistent with the Contribution and the other transactions or matters contemplated by the Contribution Agreement, (including c) against any Acquisition Proposal) other action, agreement or transaction, that would is intended, that could reasonably be expected, or the effect of which would could reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation Contribution or any of the Contemplated Transactions, including other transactions contemplated by the Closing and the Merger, Contribution Agreement or this Agreement or the performance by Holder Stockholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company Earthstone or any of its Subsidiaries (other than the Merger)Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of Earthstone or any of its Subsidiaries (other than the Company and its Subsidiaries, taken as a whole, Contribution) or a reorganization, recapitalization or liquidation of the Company Earthstone or any of its Subsidiaries; (iii) an election of new members to the Company Boardboard of directors of Earthstone, other than nominees to the Company Board board of directors of Earthstone who are serving as directors of the Company Earthstone on the date of this Agreement or as otherwise provided in the Merger Contribution Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries Earthstone or any amendment or other change to Earthstone’s certificate of incorporation or bylaws, except (x) as contemplated by the CompanyContribution Agreement or (y) if approved in writing by Bold; or (v) any other material change in Earthstone’s corporate structure or any of its Subsidiaries’ Organizational Documents;business, except if approved in writing by Bold, (cd) against any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Earthstone contained in the Merger Contribution Agreement, or of Holder Stockholder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; , and (de) in favor of any adjournment, recess, delay or postponement other matter necessary for the consummation of the Company Stockholder Meeting as may be reasonably requested transactions contemplated by the Company Board or Contribution Agreement, including the Special Committee in order to seek or obtain approval Contribution and the amendment of the adoption certificate of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to incorporation of Earthstone (or otherwise to utilize the voting power ofclauses (a) through (e), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio“Required Votes”).

Voting. Prior From and after the Closing, unless an exemption or waiver is otherwise approved in advance in writing by the Board, until the date (the “Voting Fall-Away Date”) that is six (6) months after the later of (x) thirty (30) months from the date hereof and (y) the date no Shareholder Director is serving on the Board and, if the Shareholder has the right to nominate a Shareholder Director hereunder at that time, the Shareholder has certified in writing to the Expiration Date Company that it irrevocably waives and subject agrees to forego all its rights under this Agreement with respect to representation on the terms Board (or nomination thereto) and any committee thereof, with respect only to any matter relating to (a) the election or removal of Directors to or from the Board, (b) the effectuation of the provisions of this Agreement, Holder hereby agrees that at or (c) a Shareholder Voting Matter, the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, Shareholder (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedshall attend, in person or by proxy, or duly execute all meetings of the shareholders of the Company and deliver shall vote, or cause to be duly executed and delivered a written consent coveringvoted, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of Capital Stock held by the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect Shareholder and its Affiliates in such manner as is recommended by the timely consummation of the Contemplated Transactions, including the Closing Board and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) shall deliver (or cause to be delivered) written consents for all the shares of Capital Stock beneficially owned by the Shareholder and its Affiliates on any matter submitted for the written consent of the shareholders of the Company, voting for (or against) the matters contemplated by such written consent in such manner as is recommended by the Board; provided, that the Shareholder’s obligation to comply with the foregoing is, in all cases, subject to compliance with the express, affirmative requirements of the Shareholder’s bona fide publicly available voting principles and guidelines and the Company’s compliance with the terms of this Agreement in all material respects. Both before and after the Voting Fall-Away Date, the Shareholder shall and shall cause and the CPPIB Restricted Party to vote its Shares ratably with the general shareholder base (excluding such Shareholder and the CPPIB Restricted Party) on any transaction (if such transaction is subject to a sale, lease or transfer of a material amount of assets of Company shareholder vote at all) between the Company and its Subsidiaries, taken as a wholeon the one hand, and the Shareholder or a reorganizationan Affiliate thereof, recapitalization or liquidation on the other hand. For the avoidance of doubt, all other matters shall be voted on at the sole discretion of the Company or Shareholder, including, without limitation, the Shareholder Discretionary Matters; provided, however, that the obligation to vote and consider appropriate factors on a case-by-case basis with respect to any matter contemplated by such principles and guidelines shall not be given effect in a manner in-and-of its Subsidiaries; (iii) an election of new members itself that overrides Shareholder’s affirmative voting obligations with respect to the Company Board, other than nominees Shareholder Voting Matters to the Company extent such Board who are serving as directors of recommendation otherwise complies with the Company on the date of this Agreement or as otherwise provided principles and guidelines in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger such matter set forth in Article VI such principles and guidelines; provided, further, that the Shareholder shall reasonably inform and consult with the Company prior to voting against a Board recommendation pursuant to the foregoing sentence (such obligation to inform and consult shall be, for the avoidance of doubt, deemed satisfied to the extent the Shareholder Director raises such issues at a meeting of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofBoard), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Each Stockholder hereby agrees that to appear, or cause any transferee of such Stockholder who is a holder of record of any Shares on any applicable record date (the "Record Holder") to appear, in person or by proxy, for the purpose of obtaining a quorum at the Company Stockholder Meeting or any other annual or special meeting of stockholders of the Company and at any adjournment thereof for the purpose of voting on the Merger Agreement and the transactions contemplated thereby (a "Meeting"). Each Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, at any Meeting, however called, and in any action by written consent of the stockholders of the Company, however called, including any adjournment, recess each Stockholder shall vote the Shares or postponement thereof, or in connection with any written consent of cause the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is Shares to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares voted (to the extent the Rollover Shares may vote on the matter such securities are entitled to be voted) in question) outstanding such Stockholder's capacity as of such record datea stockholder: (a) in favor of the Merger and the approval and adoption and approval of the Merger Agreement and the Mergertransactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board of Directors of the Company and by Parent) in connection with any meeting of, or solicitation of consents from, the stockholders of the Company at which or in connection with which the Merger or the Merger Agreement are submitted for the consideration and vote of the stockholders of the Company; (b) against any action, proposal, transaction, or agreement or transaction (including any Acquisition Proposal) that would could reasonably be expectedexpected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement or Stockholder under this Voting Agreement; (c) against any action, proposal, transaction, or the effect of agreement which would could reasonably be expectedexpected to impede, to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company Company; (d) against approval or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation adoption of the Contemplated Transactions, including the Closing and any extraordinary corporate transaction (other than the Merger, the Merger Agreement or the performance by Holder of its obligations under this Agreement, transactions contemplated thereby) including, without limitation: , any transaction involving (i) any extraordinary corporate transactionthe sale or transfer of all or substantially all of the capital stock of the Company, such as a scheme of arrangement, debt or equity financing, whether by merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); combination, (ii) a sale, lease sale or transfer of a material amount all or substantially all of the assets of the Company and or its Subsidiariessubsidiaries, taken as a whole, or (iii) a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Boardsubsidiaries, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in amendment to the present capitalization or dividend policy Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;security as currently in effect; and (ce) against any action, proposal, transaction or agreement that would result in the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; Takeover Proposal or (ii) any change in a majority of the conditions to the consummation members of the Merger set forth in Article VI board of directors of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioCompany.

Voting. Prior ▇▇▇▇▇▇▇ agrees that effective as of the Commencement Date and continuing until the Termination Date: (a) it will cause to be present, in person or represented by proxy, all Voting Securities that ▇▇▇▇▇▇▇ beneficially owns at all stockholder meetings of the Company so that all Voting Securities that ▇▇▇▇▇▇▇ beneficially owns may be counted for the purposes of determining the presence of a quorum at such meetings; (b) if and for so long as ▇▇▇▇▇▇▇ beneficially owns in excess of 25% of the then issued and outstanding shares of New Common Stock, on any and all matters submitted to a vote of the holders of New Common Stock ▇▇▇▇▇▇▇ (1) may vote up to 25% of the shares of New Common Stock then issued and outstanding in its discretion, and (2) shall vote, or cause to be voted, any shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in excess of such 25% in the same proportion as the other holders of New Common Stock vote their shares of New Common Stock with respect to such matters; provided, that notwithstanding the foregoing: (i) with respect to the Expiration Date and subject election of nominees to the terms Board, ▇▇▇▇▇▇▇ (1) may vote up to 15% of this Agreement, Holder hereby agrees that the then issued and outstanding shares of New Common Stock in its discretion at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyCompany to be held in 2011, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent (2) may vote up to 20% of the Company’s stockholders then issued and outstanding shares of New Common Stock in any other circumstance upon which a vote, consent or approval of all or some its discretion at each annual meeting of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall held prior to the Termination Date (solely in its capacity as a stockholder of other than the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such annual meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentheld in 2011), if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii3) vote shall vote, or cause to be voted, any shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in person or excess of such 15% and 20%, as applicable, in the same proportion as other holders of shares of New Common Stock vote their shares of New Common Stock with respect to the election of nominees to the Board at each annual meeting of the stockholders of the Company held prior to the Termination Date; provided, that in all cases, ▇▇▇▇▇▇▇ may vote all of its shares of New Common Stock in favor of the election of the ▇▇▇▇▇▇▇ Nominee; (ii) with respect to a proposed Change of Control Transaction that ▇▇▇▇▇▇▇ desires to vote in favor of, ▇▇▇▇▇▇▇ may vote all shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in favor of such Change of Control Transaction if such Change of Control Transaction treats ▇▇▇▇▇▇▇ and its Affiliates the same as all other holders of New Common Stock and if pursuant to such Change of Control Transaction ▇▇▇▇▇▇▇ will dispose of its shares of New Common Stock; (iii) with respect to a proposed Change of Control Transaction that ▇▇▇▇▇▇▇ does not desire to vote in favor of, but which Change of Control Transaction has been recommended by proxythe Board for approval by the Company’s stockholders, or duly execute ▇▇▇▇▇▇▇ (1) may vote up to 30% of the then issued and deliver outstanding shares of New Common Stock in respect of such Change of Control Transaction in its sole discretion, and (2) shall vote, or cause to be duly executed and delivered a written consent coveringvoted, all any shares of the Rollover Shares (to the extent the Rollover Shares may vote on the matter New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in question) outstanding as excess of such record date:30% in the same proportion as the other holders of New Common Stock vote their shares of New Common Stock with respect to such Change of Control Transaction; and (aiv) notwithstanding Sections 2(b)(ii) and (iii), except as provided in favor the immediately succeeding sentence, if ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ has any interest in the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement Person or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries Persons (other than the Merger); Company) that is a party in a Change of Control Transaction (iiother than a Debt Interest) or if such Change of Control Transaction treats ▇▇▇▇▇▇▇ or its Affiliates differently than all other holders of New Common Stock, then ▇▇▇▇▇▇▇ shall vote, or cause to be voted, all shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in the same proportion as the holders of New Common Stock who do not have an interest in any Person or Persons (other than the Company) that is a saleparty in such Change of Control Transaction vote their shares of New Common Stock with respect to such Change of Control Transaction. Notwithstanding the foregoing, lease or transfer of a material amount of assets ▇▇▇▇▇▇▇ shall not be subject to the restrictions set forth in this Section 2(b)(iv) prior to the Termination Date at such time, if any, as ▇▇▇▇▇▇▇ shall beneficially own less than 20% of the Company then issued and its Subsidiaries, taken as outstanding shares of New Common Stock for a whole, or a reorganization, recapitalization or liquidation period of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;30 consecutive days. (c) against any action▇▇▇▇▇▇▇ agrees that with respect to the voting of shares of its New Common Stock over which ▇▇▇▇▇▇▇ has discretion as contemplated in Section 2(b), proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any ▇▇▇▇▇▇▇ shall vote contemporaneously with the voting by other obligation or agreement stockholders of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions Company. ▇▇▇▇▇▇▇ agrees that with respect to the consummation voting of shares of its New Common Stock over which ▇▇▇▇▇▇▇ does not have discretion as contemplated in Section 2(b), ▇▇▇▇▇▇▇ shall take such action as may be necessary to cause such shares of New Common Stock to be automatically voted in accordance with the Merger set forth in Article VI terms of the Merger Agreement not being fulfilled; andSection 2(b). (d) in favor of ▇▇▇▇▇▇▇ hereby revokes any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt and all other proxies and voting agreements given by ▇▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise the Voting Securities and will cause its Affiliates to utilize revoke any and all proxies and voting agreements given by any such Affiliate with respect to the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioVoting Securities.

Voting. Prior (a) For so long as the Buyer and their respective affiliates collectively own at least 10% of the outstanding Ordinary Shares (and/or other depositary shares representing such Ordinary Shares): (i) The Seller shall not enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Ordinary Shares, depositary shares representing such Ordinary Shares, or other shares in the Expiration Date and subject capital of the Company entitled to vote thereon that are owned or held of record by the Seller, or as to which the Seller has voting power or in respect of which the Seller can direct, restrict or control any such voting power (the “Remaining Shares”) or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the Transactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of the Seller to sell or otherwise transfer any Remaining Shares or any interest therein to a third party that is not an affiliate of the Seller or the Company or to any affiliate that agrees in writing to be bound by the terms of this Agreement, Holder hereby agrees that ; (ii) If at any time any Buyer notifies the Seller of its desire and intention to designate a single director on behalf of all of the Buyers (the “Great Hill Director”) in advance of any meeting of shareholders of the Company Stockholder Meeting or any other annual or special meeting called to vote upon for the election of the stockholders of the Companydirectors, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and at all adjournments thereof and in any all other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company (including by written consent) is sought, in each case, sought with respect to which any the election of the matters described in subsections (a) through (d) of this Section 2.4 directors or that is necessary to be considered, Holder shall (solely in its capacity as a stockholder elect directors of the Company), unless the Company Board Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect such Great Hill Director (which consent, vote or approval, in the case of any Global Depositary Shares and the Special Committee has made a Change of Board Recommendation other depositary shares owned by such Seller at such time, shall be delivered in compliance accordance with the terms of the Merger Agreement applicable depositary agreement); (iii) If at any time any Buyer notifies the Seller of its desire and such Change intention to remove or replace a Great Hill Director or to fill a vacancy caused by the resignation of Board Recommendation has not been rescinded or otherwise withdrawn a Great Hill Director, the Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date terms of this Agreement or as otherwise provided in the Merger Agreement; or Section 5.1. (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionThe Seller hereby irrevocably grants to, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any other Person who shall hereafter be designated by the Buyers, as the Seller’s proxy and attorney (with full power of substitution), for and in the name, place and stead of the Seller, to vote all of its Remaining Shares held at the time such consent is sought or meeting is held, or grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, or express consent or dissent other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a)(ii). The Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (v) The Seller hereby affirms that the proxy and attorney set forth in this Section 5.1 is coupled with respect an interest and is irrevocable. The Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and attorney is executed and intended to be irrevocable. (or otherwise to utilize vi) The covenants and obligations under this Section 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, full term of office of three years, in accordance with the voting power of)Company’s articles and memorandum of association, any of as in effect on the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiodate hereof.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding So long as no Event of the record date for determining stockholders entitled to vote at such meeting to Default shall have occurred and be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentcontinuing, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or except as otherwise provided in the Merger Agreement; this Agreement or (iv) any material change in the present capitalization Credit Agreement, such Grantor shall be entitled to exercise or dividend policy of refrain from exercising any and all voting and other consensual rights pertaining to the Company Investment Related Property included in the Collateral or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, such Grantor shall not exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right in a manner that would reasonably be expected to have a Material Adverse Effect; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.06(b)(i) and void ab initiono notice of any such voting or consent need be given to the Collateral Agent. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) upon receipt of written notice from Collateral Agent terminating such Grantor’s voting rights, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (to the extent permitted by applicable law and the applicable agreements and organization documents) who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that (x) to the extent the applicable agreements or organizational documents prohibit the vesting of such voting rights in the Collateral Agent (including, without limitation, through the use of a proxy or power-of-attorney), such Grantor shall exercise such voting and other consensual rights solely in accordance with the instructions of the Collateral Agent and (y) such rights shall automatically revert back to such Grantor upon the waiver or cure of all Events of Default then existing; and (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) such Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.01.

Voting. Prior (a) Stockholder hereby agrees that, prior to the Expiration Date and subject to the terms of this AgreementDate, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanyNanogen, however called, including and in any adjournment, recess or postponement thereof, or in connection with any action by written consent of the Company’s stockholders and of Nanogen or in any other circumstance circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, unless otherwise directed in each casewriting by Elitech, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Stockholder shall (solely in its capacity as the case of a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (imeeting) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) shall vote or cause to be voted, in person or, if applicable, give consent or approval with respect to, any and all Subject Shares Beneficially Owned by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all Stockholder as of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as record date of such record date: (a) meeting or consent, in favor of (i) the Acquisition, (ii) the execution and delivery by Nanogen of the Share Exchange Agreement, (iii) the adoption and approval of the Merger Share Exchange Agreement and the Merger;terms thereof, (iv) the adoption and approval of each of the other actions contemplated by the Share Exchange Agreement, and (v) the adoption and approval of any action in furtherance of any of the foregoing. (b) For so long as this Agreement is in effect, at any meeting of stockholders of Nanogen, however called, and in any action by written consent of the stockholders of Nanogen or in any other circumstances upon which a vote, consent or other approval is sought, Stockholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of the Subject Shares Beneficially Owned by Stockholder as of the record date of such meeting or consent, against any actionamendment to Nanogen’s articles of organization or bylaws, proposalor any other amendment, agreement proposal or transaction (including any Acquisition Proposal) that involving Nanogen, which amendment, proposal or transaction would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage prevent or adversely affect nullify the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Share Exchange Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change which is reasonably likely to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to Nanogen’s obligations under the consummation of the Merger set forth in Article VI of the Merger Share Exchange Agreement not being fulfilled; and. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding, directly or indirectly, with any Person to vote, grant any proxy, or give instructions in any manner inconsistent with Sections 2(a) and (b). (d) This Agreement shall apply to Stockholder solely in favor Stockholder’s capacity as a stockholder of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee Nanogen. Nothing in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null prevent Stockholder from (i) acting in Stockholder’s capacity as a director or officer of Nanogen or in any other capacity, or (ii) voting in Stockholder’s sole discretion on any matter other than those matters specifically listed in Sections 2(a) and void ab initio(b).

Voting. Prior (a) Each of the Shareholder and KS agree, and Shareholder agrees to cause each of ▇▇▇-▇, ▇▇▇-▇ and NBI-7 to agree, that, prior to the Expiration Date earlier of the acquisition of all of the Shareholder’s Shares by the Offeror and subject to the terms termination of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders shareholders of the CompanyCorporation, however called, including any adjournmentor by action by written consent, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which circumstances where a vote, consent or other approval of all or some the shareholders of the stockholders of the Company Corporation is sought, in the Shareholder shall, and shall cause each caseof ▇▇▇-▇, with respect ▇▇▇-▇ and NBI-7 to, vote or consent (or cause to which any be voted or consented) all of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded Shareholder’s Shares then held or otherwise withdrawn in accordance with the provisions of the Merger Agreement, controlled (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as in favour of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present Offer and respond to each request the other transactions contemplated by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent this Agreement and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement action or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, postpone or attempt to discourage the Offer or adversely affect the timely consummation other transactions contemplated by this Agreement. (b) Each of the Contemplated TransactionsShareholder and KS agrees to cause Argus and each NBI Holdco to agree that, including prior to the Closing earlier of the acquisition of all of the Shareholder’s Shares by the Offeror and the Merger, or the performance by Holder termination of its obligations under this Agreement, includingat any meeting of the shareholders of Argus or any of the NBI Holdcos, without limitation: however called, or by action by written consent, in circumstances where a vote, consent or other approval of the shareholders of Argus or any NBI Holdco is sought, the Shareholder, Argus or the NBI Holdco in question (as applicable) shall vote or consent (or cause to be voted or consented) all of its shares of Argus or such NBI Holdco then held or controlled (i) any extraordinary corporate transaction, such as a scheme in favour of arrangement, debt or equity financing, merger, consolidation or the Offer and the other business combination involving the Company or any of its Subsidiaries (other than the Merger); transactions contemplated by this Agreement and (ii) a saleagainst any action or transaction that would impede, lease interfere with, delay, postpone or transfer of a material amount of assets of attempt to discourage the Company and its Subsidiaries, taken as a whole, Offer or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of transactions contemplated by this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;. (c) against KS agrees that, prior to the earlier of the acquisition of all of the Shareholder’s Shares and the KS Shares by the Offeror and the termination of this Agreement, at any actionmeeting of the shareholders of the Shareholder, proposalhowever called, transaction or agreement that would result by action by written consent, in circumstances where a vote, consent or other approval of the shareholders of the Shareholder is sought, KS shall vote or consent (or cause to be voted or consented) all of KS’ shares of the Shareholder then held or controlled (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement favour of the Company contained in Offer and the Merger Agreement, or of Holder contained in other transactions contemplated by this Agreement; or Agreement and (ii) against any of action or transaction that would impede, interfere with, delay, postpone or attempt to discourage the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board Offer or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt other transactions contemplated by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioAgreement.

Voting. Prior (a) Until such time as the shares of Restricted Stock become Released Shares, the Management Stockholder agrees to vote or execute a written consent in respect of all of his shares of Restricted Stock that are entitled to vote in accordance with the Expiration Date and subject to the terms recommendation of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting a majority of the stockholders of Board, except that the Company, however called, including any adjournment, recess Management Stockholder shall retain the right to vote or postponement thereof, or in connection with any execute a written consent with respect to any amendments to paragraph B.2, B.3 and B.5 of Article FOURTH of the Company’s stockholders and in any other circumstance upon which a vote, consent Certificate of Incorporation (or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (asuccessor provisions thereof) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with that amends the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn Preferred Stock in accordance with a manner which materially adversely affects the provisions rights of the Merger Agreementholders of Class A Common Stock and with respect to any matters on which, (i) appear at each such meeting or cause its representative(s) pursuant to appear at such meeting or otherwise cause the Rollover Shares outstanding as Delaware General Corporation Law, a class vote of the record date Class A Common Stock is required. The Company shall not amend Sections B.2. (Dividends), B.3. (Liquidation Preference) or B.5. (Conversion) of Article FOURTH of the Company’s Amended and Restated Certificate of Incorporation in a manner that materially and adversely affects the holders of the Class A Common Stock without the consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Class A Common Stock held by the Management Members other than in connection with a bona fide capital restructuring approved in good faith by the Board; provided that such consent shall be deemed to have been obtained, notwithstanding the failure of holders of at least sixty-six and two-thirds percent (66 2/3%) of the Class A Common Stock held by the Management Members to consent thereto, unless at least four (4) Management Members notify the Company in writing that they will not consent after receiving written notice of the request for determining stockholders entitled such consent. (b) In furtherance of Section 6(a), until such time as the Restricted Stock becomes Released Shares, the Management Stockholder hereby irrevocably appoints the Company or its designee as the Management Stockholder’s agent, attorney and proxy, to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of ) the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested Restricted Stock owned by the Company Board or the Special Committee Management Stockholder in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent accordance with respect to (or otherwise to utilize the voting power ofSection 6(a), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this AgreementTwo Seas agrees that, Holder hereby agrees that at the 2026 Annual Meeting and the 2027 Annual Meeting, Two Seas shall cause all of the outstanding shares of common stock, par value $0.00001 per share (“Company Stockholder Meeting Common Shares”), of the Company that Two Seas or any other annual of its Affiliates has the right to vote (or special to direct the vote) as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted at any meeting of the stockholders of the Company, however called, including Company or at any adjournment, recess adjournments or postponement thereof, postponements thereof (or to consent in connection with any action by written consent in lieu of a meeting) (A) in favor of each director nominated and recommended by the Company’s stockholders Board for election at the 2026 Annual Meeting and in the 2027 Annual Meeting, and, if applicable, any other circumstance upon which a vote, consent or approval meeting of all or some of the stockholders of the Company is soughtprior to the completion of the 2027 Annual Meeting, (B) against any stockholder nominations for directors that are not approved and recommended by the Board for election at any such meeting or through any such written consent, (C) against any proposals or resolutions to remove any member of the Board, and (D) in accordance with recommendations by the Board on all other proposals or business that may be the subject of stockholder action at such meetings or written consents; provided, that in the case of clause (D), Two Seas and its Affiliates shall be permitted to vote in their sole discretion if Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC issue a voting recommendation that differs from the Board’s recommendation with respect any such proposal; provided, further, that, in each case, Two Seas and its Affiliates shall be permitted to vote in their sole discretion on any proposal with respect to which any of an Extraordinary Transaction. Notwithstanding anything to the matters described contrary herein, Two Seas and its Affiliates shall be permitted to vote in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless their discretion if the Company Board and the Special Committee has made a Change of Board Recommendation is then in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder breach of its obligations under this AgreementSection 1, including, without limitation: upon ten (i10) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members days’ written notice by Two Seas to the Company Board, other than nominees if such breach has not been cured within such notice period (or such shorter period of time as reasonably practicable prior to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofapplicable meeting), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through During the Term, whenever Subscriber (dor any of its affiliates or associates) of this Section 2.4 is shall have the right to be consideredvote their Voting Securities, Holder Subscriber (and any such affiliates or associates) shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear be present, in person or represented by proxy, at each such meeting or cause all stockholder meetings of Issuer so that all Voting Securities beneficially owned by it and its representative(s) to appear affiliates and associates shall be counted for the purpose of determining the presence of a quorum at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consentmeetings, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) subject to Section 3.02(b) below, vote or cause to be voted, or consent with respect to, all Voting Securities beneficially owned by it and its affiliates and associates in person the manner recommended by Issuer's Board of Directors, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the New York Stock Exchange, Inc. ("NYSE") to the effect that the foregoing provisions of this Section 3.02 are invalid, void, enforceable or not in accordance with NYSE policy, then Subscriber will, if so requested by proxythe Board of Directors of Issuer, or duly execute and deliver vote or cause to be duly executed and delivered a written consent covering, voted all of its Voting Securities beneficially owned by it and its affiliates and associates in the Rollover Shares (to same proportion as the extent the Rollover Shares may vote votes cast by or on the matter in question) outstanding as of such record date: (a) in favor behalf of the adoption and approval other holders of the Merger Agreement and the Merger;Issuer's Voting Securities. (b) against Notwithstanding anything to the contrary contained in Section 3.02(a) above, Subscriber shall have the right to vote freely, without regard to any action, proposal, agreement request or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares recommendation of the Company or materially impedeBoard of Directors of Issuer, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any matters specified in Section 7 of the Rollover Shares in a manner that violates or breaches Certificate of Designations establishing the terms of this Agreement shall be null the Series D Preferred Stock and void ab initioSection 7 of the Certificate of Designations establishing the terms of the Series E Preferred Stock.

Voting. Prior to (a) Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the Expiration Date and subject to termination of this Agreement in accordance with the terms of this Agreementhereof, Holder hereby agrees that at the Company Stockholder Meeting or in any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any action by written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders shareholders of the Company is sought, in each case, with respect to which and at any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder duly-called meeting of the Company)’s shareholders, unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) Shareholder shall appear at each any such meeting meeting, in person or cause its representative(s) to appear at such meeting by proxy, or otherwise cause the Rollover Shares outstanding Voted Shares, as of the record date for determining stockholders entitled to vote at such meeting applicable, to be counted as present thereat for purposes of determining whether establishing a quorum is present and respond to each request by the Company for written consentshall at any such meeting, if anyone is held or otherwise if consents are solicited, of any shares entitled and with respect to provide consent as all of the record date for determining the stockholders Voted Shares, vote in favor of the Company entitled to act by or consent and (ii) vote to, or cause to be votedvoted in favor of or consented to, in person or by proxy, or duly execute the approval and deliver or cause to be duly executed and delivered a written consent covering, all the adoption of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing: (ai) in favor the Share Repurchase Agreement; (ii) the other Transaction Documents, including the Investment Agreement Terminations, the New Shareholders Agreement, the Registration Rights Agreement, the TIPLA Amendment Agreement, the Transition Services Agreement, and the Resolutions of the adoption Board of Directors Establishing and approval Adopting the Designation, Preferences, and Rights of Series A Mandatorily Redeemable Preference Shares of the Merger Agreement Company; (iii) the consummation of the Initial Repurchase and other Transactions; (iv) the MergerQualified Resale (including the issuance of Shares in connection therewith); (v) the IPO Repurchase; (vi) the IPO Sale; (vii) the TIPLA Amendment; (viii) any refinancing of the Facility Agreement; (ix) the adoption of the Amended and Restated Articles; (x) the issuance of the Preference Shares to Yahoo on the terms of the Share Repurchase Agreement; and (xi) any other action or matter necessary or advisable in connection with any of the foregoing, including actions relating to the obtaining of debt or equity financing (including the issuance of any debt or equity securities) for the Initial Repurchase, IPO Repurchase or any financing in connection with a Qualified IPO or any of the other Transactions. (b) against Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the termination of this Agreement in accordance with the terms hereof, such Shareholder shall provide consent and vote in favor of any actionTransaction Related Matter presented to it, proposalin its capacity as a shareholder of the Company, agreement under Article III of the 2007 Shareholders Agreement or transaction Article III of the 2005 Shareholders Agreement, as the case may be, or, following the Initial Repurchase Closing, Article III of the New Shareholders Agreement. (c) Each Shareholder, severally and not jointly, hereby covenants and agrees, until the termination of this Agreement in accordance with the terms hereof, at any meeting of Company’s Board of Directors (the “Board”) held in connection with the Share Repurchase Agreement or any other duly called meeting of the Board in which resolutions relating to Transaction-Related Matters are proposed, and in any action by written consent of the Board to cause the SOFTBANK Designee(s) (as defined in the 2005 Shareholders Agreement) and the SB Designee (as defined in the New Shareholders Agreement) or the Management Members Designee(s) (as defined in the 2005 Shareholders Agreement) and the Management Members Designees (as defined in the New Shareholders Agreement), as applicable, and any of the representatives of such Shareholder on the Board, to be present at such Board Meetings and to be counted as present thereat for purposes of establishing a quorum and, if one is held or otherwise if consents are solicited, to vote in favor of, and not to oppose or abstain with respect to, any Transaction-Related Matter. (d) Each Shareholder hereby irrevocably waives any rights that it has or may have (including any Acquisition Proposal) that would reasonably be expectedwithout limitation pre-emptive rights, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares first offer and tag-along rights) under the 2007 Shareholders Agreement, the 2005 Shareholders Agreement, and/or the existing Organizational Documents of the Company or materially impedein connection with any and all Transaction-Related Matters. (e) Each Shareholder, interfere withseverally and not jointly, delay, postpone, frustrate, discourage or adversely affect hereby agrees to execute and deliver the timely consummation New Shareholders Agreement at the Initial Repurchase Closing in accordance with the terms of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Share Repurchase Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members . Each Shareholder hereby consents to the Company Boardentering into the Share Repurchase Agreement. (f) Each Shareholder, other than nominees severally and not jointly, hereby agrees until the termination of this Agreement in accordance with its terms, not to commit or agree to take any action inconsistent with this Section 1 prior to the Company Board who are serving as directors termination of the Company on Share Repurchase Agreement or the date completion of the Closing. (g) Notwithstanding any other provision of this Agreement or as otherwise provided the Share Repurchase Agreement, SB and its Affiliates shall not, with respect to any Voted Shares, by the operation of Section 1 hereof, (i) be deemed to have voted in favor of or consented to, or be obligated to cause to be voted in favor of or consented to, or be required to cause the Merger Agreement; SOFTBANK Designee(s) or the SB Designee to vote in favor of or consent to, the approval or adoption of any equity financing, including any Subsequent Equity Financing or Replacement Equity Financing and the issuance of any Equity Interests in connection therewith or (ivii) waive or be deemed to have waived any material change in rights under the present capitalization or dividend policy 2007 Shareholders Agreement, the 2005 Shareholders Agreement and/or the Organizational Documents of the Company in connection with any such equity financing, in each case other than the issuance of Equity Interests in connection with the Initial Repurchase and Qualified Resale. (h) For the avoidance of doubt, each Shareholder, as applicable, shall retain at all times the right to vote the Voted Shares, and to cause the SOFTBANK Designee(s) or the SB Designee and the Management Member Designee(s) or the Management Member Designee to act in such Shareholder’s sole discretion and without any of its Subsidiaries other limitations on matters other than those set forth in this Section 1 that are at any time or any amendment or other change from time to time presented for consideration to the Company’s shareholders or any of its Subsidiaries’ Organizational Documents;the Board, as applicable. (c) against any action, proposal, transaction or agreement that would result in (i) Each Shareholder shall cause each of its Subordinate Shareholders to act in accordance with this Agreement as if such Subordinate Shareholder were a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of party to this Agreement as a Shareholder. “Subordinate Shareholders” has the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger meaning set forth in Article VI of the Merger Agreement not being fulfilled; and (d) 2005 Shareholders Agreement, 2007 Shareholders Agreement, and New Shareholders Agreement, as in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order effect from time to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiotime.

Voting. Prior to Except as otherwise provided by law, the Expiration Date and subject to the terms of this AgreementCertificate or these By-laws, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special each meeting of the stockholders of the Companystockholders, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a every stockholder of the Company), unless the Company Board and the Special Committee has made a Change Corporation shall be entitled to one vote in person or by proxy for each share of Board Recommendation in compliance with the terms Common Stock of the Merger Agreement Corporation held by him and such Change of Board Recommendation has not been rescinded or otherwise withdrawn registered in accordance with his name on the provisions books of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) Corporation on the date fixed pursuant to appear at such meeting or otherwise cause the Rollover Shares outstanding Section 6.7 of Article VI as of the record date for determining the determination of stockholders entitled to vote at such meeting meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be counted as present thereat for purposes of determining whether a quorum is present and respond entitled to each request vote, unless, in the transfer by the Company for written consent, if any, of any shares entitled to provide consent as pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. If shares or other securities having voting power stand in the record date for determining of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the stockholders entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the Company entitled instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of voting shall have the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datefollowing effect: (a) in favor of the adoption and approval of the Merger Agreement and the Mergerif only one votes, his act binds all; (b) against any actionif more than one votes, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares act of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger)majority so voting binds all; (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;and (c) against if more than one votes, but the vote is evenly split on any actionparticular matter, proposalsuch shares shall be voted in the manner provided by law. If the instrument so filed shows that any such tenancy is held in unequal interests, transaction a majority or agreement that would result even-split for the purposes of this Section 2.7 shall be a majority or even-split in (i) a breach interest. The Corporation shall not vote directly or indirectly any share of its own capital stock. Any vote of stock may be given by the stockholder entitled thereto in any respect of any covenantperson or by his proxy appointed by an instrument in writing, representation subscribed by such stockholder or warranty or any other obligation or agreement by his attorney thereunto authorized, delivered to the secretary of the Company contained meeting; PROVIDED, HOWEVER, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. At all meetings of the stockholders, all matters (except where other provision is made by law, the Certificate or these By-laws) shall be decided by the vote of a majority in interest of the Merger Agreementstockholders present in person or by proxy at such meeting and entitled to vote thereon, a quorum being present. Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot. Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initioshares voted.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding So long as no Event of the record date for determining stockholders entitled to vote at such meeting to Default shall have occurred and be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record datecontinuing: (a1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Credit Agreement; , each Grantor shall be entitled to exercise or (iv) refrain from exercising any material change in and all voting and other consensual rights pertaining to the present capitalization or dividend policy of the Company Investment Related Property or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and void ab initiono notice of any such voting or consent need be given to the Collateral Agent; and (ii) Upon the occurrence and during the continuation of an Event of Default: (1) and upon notice from the Collateral Agent to a Grantor, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

Voting. Prior On any matter presented to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including Corporation for their action or consideration at any adjournment, recess meeting of stockholders of the Corporation (or postponement thereof, or in connection with any by written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval lieu of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, meeting): (i) appear at each Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Series A Preferred Stock held by such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding holder are convertible as of the record date for determining stockholders entitled to vote at on such meeting to be counted matter. Except as present thereat for purposes of determining whether a quorum is present and respond to each request provided by law or by the Company for written consentother provisions of the Certificate of Incorporation, if any, holders of any Series A Preferred Stock shall vote together with the holders of those shares of Series B Preferred Stock and Common Stock entitled to provide consent vote on a particular matter, as a single class. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) Notwithstanding anything to the contrary, until the expiration or early termination of the waiting period pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 with respect to the acquisition of Series B Preferred Stock by Energy Capital Partners III-C, LP (“ECP III-C”) as contemplated by the Subscription Agreements (the “Series B Subscription Agreements”), dated as of November 9, 2017, by and between the Corporation, one the one hand, and ECP III-C and the other holders of the Series B Preferred Stock, on the other hand (the “HSR Act Approval”), each holder of outstanding shares of Series B Preferred Stock shall not be entitled to any voting rights. Upon obtaining HSR Act Approval, each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter (with the stockholders shares of Series B Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) (whether or not such shares of Series B Preferred Stock are then convertible)). Except as provided by law or by the other provisions of the Company Certificate of Incorporation, holders of Series B Preferred Stock shall vote together with the holders of those shares of Series A Preferred Stock and Common Stock entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any actiona particular matter, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiosingle class.

Voting. Prior to the Expiration Date and subject to the terms of this AgreementAt any Board meeting, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a each director may exercise one vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, . Decisions with respect to which any all matters that require approval of the matters described Board (other than those set forth in subsections (athis Section 8.9) through (d) shall be adopted if they receive the affirmative vote of a simple majority of the directors present and voting in person or by proxy. Notwithstanding any other provision of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear decisions with respect to those matters that are required by the Laws of Hong Kong at each such meeting or cause its representative(s) the time the relevant resolution is adopted to appear at such meeting or otherwise cause the Rollover Shares outstanding as be approved by unanimous approval of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by Board shall require the Company for written consent, if any, of any shares entitled to provide consent as unanimous approval of the record date for determining the stockholders of the Company entitled to act by consent Board and (ii) vote the following actions set forth in this Section 8.9 may not be taken by the Company or cause to be voted, in person any Subsidiary without the unanimous approval of the directors present at a duly constituted meeting of the Board or by proxy, or duly execute and deliver or cause to be duly executed and delivered a the unanimous written consent covering, of all members of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record dateBoard: (a) any agreement to make any capital expenditure in favor excess of the adoption and approval of the Merger Agreement and the MergerUS$2 million; (b) against any action, proposal, agreement single transaction or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect series of related transactions pursuant to which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any Subsidiary would incur any financial commitments or indebtedness in excess of its Subsidiaries US$2 million; (other than c) any material purchase, supply or marketing contract involving aggregate payments in excess of US$2 million; (d) the Merger); (ii) a sale, lease entering into of any related party transaction by the Company or transfer any Subsidiary with either Party or any Affiliate of a material amount Party (including the entering into of assets any Shareholder’s loans between any Party and the Company, but not including the entering into of the Company License Agreement, the Services Agreement and its Subsidiaries, taken as a wholethe Other Agreements, or any transactions entered into with a reorganizationrelated party contemplated by and/or for the purposes of implementing the License Agreement , recapitalization the Services Agreement or liquidation any Other Agreement); (e) the appointment or change of auditors of the Company or any Subsidiary, provided that the Parties agree to change auditors as necessary to comply with applicable Laws; (f) any distribution of its Subsidiaries; profits of the Company or any Subsidiary by way of dividend, capitalization of reserves or otherwise, except as provided in Section 11; (iiig) an election of new members any change to the accounting policies of the Company; (h) any settlement, compromise or resolution of material litigation, arbitration, mediation or other material dispute resolution procedures (and, for this purpose, in considering whether the matter is “material,” any effect such litigation, arbitration, mediation or other dispute resolution procedures may have on WTW or its Affiliates and licensees within and outside the Territory shall be considered); (i) any change to the size of the Board or the board of directors of any Subsidiary; (j) the appointment (but not the removal) of the chief financial officer (or its equivalent) of the Company Boardor any Subsidiary; (k) any determination of compensation (including cash and stock option compensation) of the top five executives of the Company or any Subsidiary, if the amount of compensation exceeds the range specified in the guidelines provided by WTW and agreed by both Parties, other than nominees annual increases to compensation based on changes in the Company Board who are serving as directors Consumer Price Index; (l) any amendment, modification, waiver or termination of the Company on the date of this Agreement or as otherwise provided in the Merger License Agreement; or ; (ivm) any material change in the present capitalization scope or dividend policy nature of the business or activities of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational DocumentsSubsidiary; (cn) against the entry by the Company or any action, proposal, transaction Subsidiary into or agreement that would result in (i) a breach in any respect termination of any covenant, representation partnership or warranty joint venture agreement or the acquisition of or merger with any other obligation business; (o) the disposal of any material part of the Licensed Business or agreement assets of the Company contained involving aggregate payments in excess of US$2 million; (p) the Merger Agreementtermination or dissolution of, or the entering into of Holder contained in this Agreement; bankruptcy, insolvency or receivership by, the Company or any Subsidiary; (iiq) any approval or amendment of any Five-Year Business Plan, including the conditions to KPIs and MPTs, or the consummation of the Merger Annual Plan as set forth in Article VI Section 12.3; (r) the calling of capital contributions for the Company or any Subsidiary (excluding any firm capital commitments for the establishment of any Subsidiary or any mandatory requirements to make capital contributions as required under applicable Laws); (s) any issuance, purchase or redemption of any Shares of the Merger Agreement not being fulfilledCompany or equity interest of any Subsidiary, or any securities that can be converted into Shares or equity interest of any Subsidiary of the Company, or any change of the share capital structure of the Company or in the registered capital or share capital structure of any Subsidiary; (t) any amendment to the Charter Documents or the articles of association of any Subsidiary; (u) the public offering of securities of the Company or any Subsidiary; and (dv) in favor of any adjournmentthe appointment, recess, delay removal or postponement replacement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to CEO (or otherwise to utilize the voting power ofits equivalent), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder Stockholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Stockholder is entitled to vote at the Company Stockholder Meeting time of any vote or action by written consent to approve the Charter Amendment (as the components thereof may be combined or separately required to be proposed or presented) and the Share Issuance and any other annual or special actions related thereto at any meeting of the stockholders of the Company, however called, Company (including any adjournment, recess proposal to adjourn or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some postpone such meeting of the stockholders of the Company is soughtto a later date), in each caseand at any adjournment or postponement thereof, with respect to at which any component of the matters described in subsections (a) through (d) Charter Amendment or the Share Issuance, or such other actions related thereto, are submitted for the consideration and vote of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by Company. Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization recapitalization, liquidation or liquidation winding-up of the Company or any of its Subsidiaries; other extraordinary transaction involving the Company, (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, Agreement or of Holder Stockholder contained in this Agreement; Agreement or (iiiv) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate agreement, the consummation of which would frustrate the purposes, or prevent, delay or otherwise adversely affect the consummation, of the Merger, the Charter Amendment, the Share Issuance or any of the other transactions contemplated by the Merger Agreement. Any attempt by Notwithstanding anything herein to the contrary, this Section 1.01 shall not require Stockholder to vote or consent (or cause to be voted or consented) any Shares to amend the Merger Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein in any such case, in a manner that (i) reduces the ▇▇▇▇▇▇ Share Consolidation Ratio or increases the Merger Consideration to votebe paid to the stockholders of Spectrum in the Merger, or express consent or dissent (ii) adversely affects the tax consequences to Stockholder with respect to the consideration to be received in the Merger, (iii) alters or otherwise to utilize changes the voting power of), any form of the Rollover Shares Charter Amendment attached as Exhibit A to the Merger Agreement or the obligation for the Company to adopt the Charter Amendment, in each case in a manner materially adverse to Stockholder or (iv) extends the Outside Date or imposes any additional conditions or obligations that violates or breaches would reasonably be expected to delay the terms consummation of this Agreement shall be null and void ab initiothe Merger beyond the Outside Date (each, an “Adverse Amendment”).

Voting. Prior to the Expiration Date and subject to the terms of this Agreement(a) Each Stockholder shall, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the CompanySeller, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is soughtSeller, in each case, with respect to which any of the matters described in subsections vote (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person ) all Shares then held of record or beneficially owned by proxy, such Stockholder as to which the Stockholder has the right to vote or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of direct the Rollover Shares voting (to the extent the Rollover Shares may vote on the matter in question“Voting Shares”) outstanding as of such record date: (ai) in favor of the adoption Merger, the execution and approval delivery by the Seller of the Merger Agreement and the Merger; approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (bii) against any action, proposal, agreement or transaction (including any proposal relating to an Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing Proposal and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Seller under the Merger Agreement, Agreement or of Holder contained which would result in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI VII of the Merger Agreement not being fulfilled; and. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Voting Shares in favor of a Superior Offer that is submitted for approval by the stockholders of the Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the Seller’s stockholders in accordance with Section 4.3 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Voting Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Voting Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Voting Shares does not agree to take such Voting Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Voting Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Voting Shares except to vote the Voting Shares in accordance with the terms of this Agreement, (iv) deposit such Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Voting Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. (c) Subject to Section 6 hereof, each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) in favor Subject to the terms and conditions of any adjournmentthis Agreement, recess, delay or postponement each of the Company Stockholder Meeting as may parties hereto agrees to use all reasonable efforts to take, or cause to be reasonably requested taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of this Agreement and the Merger Agreement or Agreement. Each party shall promptly consult with the other and provide any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent information and material with respect to (or otherwise to utilize the voting power of), all filings made by such party with any of the Rollover Shares Governmental Authority in a manner that violates or breaches the terms of connection with this Agreement shall be null and void ab initiothe transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) The provisions of this Section 2.4 is to be considered, Holder 5.10 shall (apply solely in its capacity as a stockholder after incurrence of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the Additional Secured Obligations. The provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) Indenture shall apply prior to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, incurrence of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Additional Secured Obligations. (b) against any actionThe Required Secured Parties shall have the right to direct the Collateral Agent, proposalfollowing the occurrence of an Event of Default which is continuing, agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedto foreclose on, or exercise its other rights with respect to, the effect Collateral (or exercise other remedies with respect to the Collateral). For the purposes of which would determining the Required Secured Parties and their directions in accordance with this Section, each Secured Party or its Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably be expectedsatisfactory to the Collateral Agent, setting forth the respective amounts of outstanding principal obligations owing to change in any manner the voting rights of any class of shares of the Company such Secured Parties and their direction or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing vote and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, Collateral Agent shall be fully entitled to rely on such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents;certificates. (c) against any action, proposal, transaction Any action taken or agreement that would result in (i) a breach in any respect not taken without the vote of any covenant, representation Secured Party or warranty Secured Parties under this Section 5.10 shall nevertheless be binding on such Secured Party or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; andSecured Parties. (d) Except as provided in favor the succeeding sentence or in Section 6, in the case of any adjournmentan Event of Default which is continuing, recessthe Collateral Agent will only be permitted, delay or postponement subject to applicable law, to exercise remedies and sell the Collateral under this Agreement at the direction of the Company Stockholder Meeting as may Required Secured Parties. If the Collateral Agent has asked the Secured Parties for instruction and the applicable Secured Parties have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any liability for the taking, any delay in taking or the failure to take, such actions with regard to a Default or Event of Default which is continuing which the Collateral Agent, in good faith, believes to be reasonably requested by required to promote and protect the Company Board or the Special Committee in order to seek or obtain approval interests of the adoption Secured Parties and to preserve the value of the Merger Agreement or any Collateral and shall give the Secured Parties appropriate notice of such action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent ; provided that once instructions with respect to (or otherwise to utilize such request have been received by the voting power of)Collateral Agent from the applicable Secured Parties, any the actions of the Rollover Shares in a manner that violates or breaches the terms of this Agreement Collateral Agent shall be null governed thereby and void ab initiothe Collateral Agent shall not take any further action which would be contrary thereto.

Voting. Prior to Until the Expiration Date occurrence of a Trigger Event, each Holder shall, and subject to the terms of this Agreementshall cause its Affiliates to, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of vote all or some of the stockholders Voting Securities of the Company is sought(including all Common Stock) held by such Holder and its Affiliates or over which such Holder or its Affiliates has voting control, in each case, with respect to which any of the matters described in subsections and shall take all other necessary or desirable actions within its control (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely including in its capacity as a stockholder stockholder, director, member of a board committee, officer or otherwise) to vote in the same proportion as shares of Voting Securities of the Company (including Common Stock) that are not held by such Holder or its Affiliates or over which such Holder or its Affiliates does not have voting control with respect to (a) any ratification of the appointment of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; ’s independent registered public accounting firm; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change ’s recommendation with respect to the Company’s “say-on-pay” proposal or with respect to any of its Subsidiaries’ Organizational Documents; other Company proposal or stockholder proposal (other than any proposal with respect to any Extraordinary Transaction); (c) against any action, proposal, transaction each nominee (including those that are not Board Designees) nominated and approved by the Director Nominating Committee; or agreement that would result in (id) a breach in any respect the removal of any covenantBoard Designees selected by the Director Nominating Committee to reduce the number of Board Designees to the number of Board Designees to which the Holders are then entitled to designate if such Board Designees have not been removed in accordance with Section 2.1.7. Following the occurrence of a Trigger Event, representation the foregoing restrictions on each of the Holders’ or warranty or any other obligation or agreement its Affiliates’ voting of Voting Securities of the Company contained (including all Common Stock) held by such Holder or its Affiliates or over which such Holder or its Affiliates has voting control, shall terminate and each such Holder or Affiliate shall be free to vote its Voting Securities in respect of each of the matters referenced in the Merger Agreement, or of Holder contained immediately preceding sentence in this Agreement; or (ii) any of the conditions way it chooses to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiodo so.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredEach Shareholder hereby agrees, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding if as of the record date for determining stockholders entitled any meeting of shareholders of Newco the Shareholders and those individuals and entities (the "Affiliated Shareholders") identified on Exhibit C hereto own in the aggregate more than 9.9% of the outstanding Newco Stock, to vote vote, or to use all practicable efforts to direct the record owner thereof to vote, each of the Shares owned by such Shareholder at such meeting or any adjournment thereof in accordance with Paragraph 3.1(b) below, and in connection therewith, at Newco's written request, to execute, if necessary, proxies to effectuate the foregoing. (b) Immediately prior to the closing of the polls on a particular proposal, the inspector of elections for the meeting of Newco shareholders at which such proposal is being voted upon or, if no such inspector has been appointed, such other individual as may be counted designated by Newco, shall (i) determine the number of shares of Newco Stock as present thereat for purposes of determining whether a quorum is present to which votes were cast (including abstentions) with respect to such proposal (other than votes cast by the Shareholders or the Affiliated Shareholders), (ii) count such votes, and respond (iii) submit to each request Shareholder (A) a fraction (the "Affirmative Multiple"), the numerator of which is the total number of votes cast in favor of such proposal (other than votes cast by the Company for written consentShareholders or the Affiliated Shareholders) and the denominator of which is the total number of votes cast, including abstentions, with respect to such proposal (other than votes cast, including abstentions, by the Shareholders or the Affiliated Shareholders), and (B) a fraction (the "Abstention Multiple"), the numerator of which is the total number of shares of Newco Stock which the holders of the Newco Stock voted to abstain with respect to such proposal (other than those made by the Shareholders or the Affiliated Shareholders) and the denominator of which is the total number of votes cast, including abstentions (other than votes cast, including abstentions, by the Shareholders or the Affiliated Shareholders), with respect to such proposal. Each Shareholder agrees that he shall then (a) multiply the number of Shares owned by him as of the applicable record date by the Affirmative Multiple and vote, or use all practicable efforts to direct the record owner thereof to vote, the resulting number (rounded up to the nearest whole share) of Shares of Newco Stock in favor of such proposal, (b) multiply the number of Shares owned by him as of the applicable record date by the Abstention Multiple and abstain, or use all practicable efforts to direct the record owner thereof to abstain, with respect to the resulting number (rounded up to the nearest whole share) of Shares of Newco Stock, and (c) vote, or use all practicable efforts to direct the record owner thereof to vote, the remaining number of Shares of Newco Stock owned by him as of the applicable record date, if any, against such proposal. "Broker non-votes" shall not be considered votes "cast" for the purposes of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior (1) The Sterling Preference Stockholders shall be entitled to receive notice of any General Court of the Bank and a copy of every circular or like document sent out by the Bank to the Expiration Date and subject holders of Ordinary Stock but shall not be entitled to attend any General Court or to speak or vote thereat unless: (a) a resolution is to be proposed at such meeting for the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting winding up of the stockholders of the CompanyBank; or (b) a resolution is to be proposed at such meeting varying, however called, including any adjournment, recess altering or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which abrogating any of the matters described rights, privileges, limitations or restrictions attached to the Sterling Preference Stock; and then to vote only on such resolution or resolutions; or unless at the date of such meeting the most recent instalment of the Preference Dividend due to be paid prior to such meeting shall not have been paid in subsections cash in which event the Sterling Preference Stockholders shall be entitled to speak and vote on all resolutions proposed at such meeting. For the avoidance of doubt, unless otherwise provided by its terms of issue and without prejudice to the rights attached to the Sterling Preference Stock to participate in any return of capital, the rights attached to any Sterling Preference Stock shall not be deemed to be varied, altered or abrogated by a reduction in any capital stock ranking as regards participation in the profits and assets of the Bank pari passu with or after such Sterling Preference Stock or by any redemption of any such capital stock, unless, in either of the foregoing cases, the then most recent dividend due to be paid on each class of preference stock in the capital of the Bank prior to such reduction or redemption shall not have been paid in cash. (a) through At a separate Meeting of the Sterling Preference Stockholders referred to in paragraph (dF) of this Section 2.4 is Bye-Law on a show of hands each Sterling Preference Stockholder present in person or every proxy for every such member shall have one vote and on a poll each Sterling Preference Stockholder present in person or by proxy shall have one vote in respect of each unit of Sterling Preference Stock held by him; and (b) Whenever the Sterling Preference Stockholders are entitled to attend and vote at a General Court of the Bank then, on a show of hands, each Sterling Preference Stockholder, present in person or every proxy for every such member, shall have one vote and on a poll each Sterling Preference Stockholder present in person or by proxy shall have one vote for every €0.64 of the euro amount decided by the Directors as being equivalent to the nominal amount of Sterling Preference Stock held by him, such calculation to be considered, Holder made by applying the rate of exchange prevailing at the date or respective dates of allotment of such stock as determined by the Directors. For the purpose of making the above calculation the euro amount shall be adjusted downwards to the nearest integral multiple of €0.64. (solely in its capacity as 3) On a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn relevant requisition given in accordance with the provisions of sub-paragraph (4) below, the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as Directors shall procure that an Extraordinary General Court of the record date for determining stockholders entitled to vote at such meeting to Bank shall be counted as present thereat for purposes of determining whether convened forthwith. (4) A “relevant requisition” is a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record daterequisition: (a) in favor which has been signed by or on behalf of the adoption and approval holders of a majority of the Merger Agreement and Sterling Preference Stock in issue at the Merger;date of such requisition; and (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or which states the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares objects of the Company meeting to be convened; and a relevant requisition may consist of several documents in like form each signed by or materially impede, interfere with, delay, postpone, frustrate, discourage on behalf of one or adversely affect the timely consummation more of the Contemplated Transactionsrequisitionists. The provisions of Bye-Law 46 (c), including the Closing (d) and the Merger, or the performance by Holder of its obligations under (e) shall apply mutatis mutandis to an Extraordinary General Court requisitioned in accordance with this Agreement, including, without limitation: Bye-Law. (i5) any extraordinary corporate transaction, such as The right to requisition a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets General Court of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder Bank contained in this Agreement; or paragraph (iiE) any shall be exercisable only at a time when the most recent instalment of the conditions Preference Dividend due to the consummation be paid prior to such requisition shall not have been paid in cash. (6) The Directors shall procure that, on any resolution at a General Court of the Merger set forth in Article VI Bank upon which the Sterling Preference Stockholders are entitled to vote and on each resolution at a separate Meeting, referred to at paragraph (F) of this Bye-Law, of the Merger Agreement not being fulfilled; and (d) in favor of any adjournmentSterling Preference Stockholders, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested a poll is demanded by the Company Board or the Special Committee Chairman of such meeting in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent accordance with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiothese Bye-Laws.

Voting. Prior to On and after the Expiration Date and subject to Settlement Date, the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting Transferor (i) shall not take (or refrain from taking) any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, action with respect to which any of the matters described in subsections Participated Collateral Loans (aan “Act”) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn other than in accordance with the provisions prior instructions of the Merger Agreement, Transferee (ior the Collateral Manager on its behalf) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote shall take (or cause to be votedrefrain from taking) any Act with respect thereto in accordance with the prior instructions of the Transferee (or the Collateral Manager on its behalf), in person each case except (A) as restricted or prohibited under applicable law, rule, order or the relevant Underlying Instrument (and such restrictions or prohibitions are hereby incorporated by proxyreference as if set forth herein), or duly execute (B) if following such instructions would (in the Transferor’s reasonable determination upon notice to the Transferee and deliver the Administrative Agent) expose the Transferor to any obligation, liability or cause to be duly executed expense that in the Transferor’s reasonable judgment is material and delivered a written consent covering, all for which the Transferee has not provided reasonably acceptable indemnification; provided that (x) if the Act involved is not divisible in respect of the Rollover Shares (Participated Collateral Loan but may be made only in respect of all loans and commitments held by the Transferor under the relevant Underlying Instrument, the Transferor shall take such Act, with prompt notice thereof to the extent Transferee, the Rollover Shares may vote on Administrative Agent, the matter Collateral Agent and the Collateral Manager, in questionaccordance with the direction (if timely given) outstanding as of such record date: holders (aincluding the Transferor, if applicable) in favor owning or holding interests representing more than 50% of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material total amount of assets of all loans and commitments under the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of relevant Underlying Instrument (the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement“Majority Holders”); or (ivy) any material change if the Act arises after the commencement of a bankruptcy, insolvency or a similar proceeding relating to the obligor in respect of a Collateral Loan, and is not divisible in respect of all loans and commitments that the present capitalization or dividend policy Transferor may own from time to time under the relevant Underlying Instrument, but may be made only in respect of all claims of the Company or any of its Subsidiaries or any amendment or other change same class that the Transferor may have against the relevant obligor, then the Transferor shall take such Act, with prompt notice thereof to the Company’s or any Transferee, the Administrative Agent, the Collateral Agent and the Collateral Manager, in accordance with the directions (if timely given) of its Subsidiaries’ Organizational Documents; the majority (cincluding the Transferor, if applicable) against any action, proposal, transaction or agreement that would result of holders (the “Majority Claims Holders”) in (i) a breach in any respect of all such claims (measured by amount of claims). The Transferee acknowledges that it shall be bound by any covenant, representation or warranty or any other obligation or agreement decisions of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board Majority Holders or the Special Committee in order Majority Claims Holders, as the case may be, to seek take or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initionot take an Act.

Voting. Prior to During the Expiration Date Support Period (as defined below), each Stockholder hereby covenants and subject to the terms of this Agreement, Holder hereby agrees that as follows: (i) at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess at which a vote with respect to the Merger Agreement or postponement thereofthe Merger is sought, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon in which a the vote, consent or other approval of all or some of the stockholders of the Company with respect to the Merger Agreement or the Merger is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder Stockholder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, ): (iA) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting each Subject Share to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent quorum; and (iiB) affirmatively vote (or cause to be affirmatively voted) or execute consents with respect to the Subject Shares, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Subject Shares may vote or consent on the matter in question) outstanding as of such record date: (a) , in favor of obtaining the Requisite Stockholder Approval, including the approval and adoption and approval of the Merger Agreement and the Merger, and in favor of any proposal to adjourn such meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the Merger Agreement or the Merger at the time of such meeting, and not to withdraw or modify any such vote or consent; (bii) against at any actionmeeting of stockholders of the Company, proposalhowever called, agreement at which a vote with respect to the Merger Agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedthe Merger is sought, or the effect of which would reasonably be expected, to change in any manner other circumstance in which the voting rights vote, consent or other approval of any class of shares the stockholders of the Company with respect to the Merger Agreement or materially impedethe Merger is sought, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation each Stockholder shall (solely in its capacity as a stockholder of the Contemplated Transactions, including Company) affirmatively vote (or cause to be affirmatively voted) or execute consents with respect to the Closing and Subject Shares (to the Merger, extent the Subject Shares may vote or consent on the performance by Holder of its obligations under this Agreement, including, without limitation: matter in question) against (iA) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries Acquisition Proposal (other than the Merger Agreement or the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization(B) any proposal made in opposition to the Merger Agreement or the Merger and, recapitalization in each case, not to withdraw or liquidation of the Company modify any such vote or any of its Subsidiariesconsent; and (iii) an election of new members except as contemplated herein, each Stockholder shall not, directly or indirectly, (A) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement, understanding or agreement with respect to the Company Boardsale, transfer, pledge, assignment or other disposition of, or limitation on the voting rights of, or any economic interest in (any such action, a “Transfer”) any Subject Shares to any Person other than nominees pursuant to the Company Board who are serving as directors Merger, provided that such Stockholder shall be permitted to Transfer any Subject Shares to its Affiliates, in each case, if and only if such Affiliates agree in writing (the form and substance of which is reasonably acceptable to the Company) to be bound by all terms in this Voting Agreement with respect to such Subject Shares, (B) enter into any voting arrangement, whether by proxy, power of attorney, voting trust, voting agreement or otherwise, with respect to any Subject Shares, or (C) commit or agree to take any of the Company foregoing actions. The “Support Period” shall commence on the date hereof and continue until (and terminate upon) the first to occur of this Agreement or as otherwise provided in (1) the Merger Agreement; or Effective Time, (iv2) any material change in the present capitalization or dividend policy receipt of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Requisite Stockholder Approval at the Company contained in Stockholder Meeting, (3) the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI valid termination of the Merger Agreement not being fulfilled; and in accordance with its terms, or (d4) in favor the time (if any) at which the Special Committee or the Board of any adjournment, recess, delay or postponement Directors of the Company Stockholder Meeting as may be reasonably requested by the Company Board shall have made a Recommendation Change (whether or the Special Committee not in order to seek or obtain approval of the adoption of compliance with the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power ofAgreement), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement shall be null and void ab initio.

Voting. Prior to the Expiration Date and subject to the terms of this Agreement, Holder hereby agrees that at the Company Stockholder Meeting or any other annual or special meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be considered, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, Investment Related Property in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided elsewhere herein or in the Merger Credit Agreement; , such Grantor shall be entitled to exercise or (iv) refrain from exercising any material change and all voting and other consensual rights pertaining to the Investment Related Property included in the present capitalization or dividend policy of the Company Collateral or any of its Subsidiaries or part thereof for any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement purpose not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent inconsistent with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner that violates or breaches the terms of this Agreement or the Credit Agreement; provided, such Grantor shall not exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right in a manner that could have a Material Adverse Effect; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be null deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.06(b)(i) and void ab initiono notice of any such voting or consent need be given to the Collateral Agent. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) upon receipt of written notice from Collateral Agent terminating such Grantor’s voting rights, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (to the extent permitted by applicable law and the applicable agreements and organization documents) who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that (x) to the extent the applicable agreements or organizational documents prohibit the vesting of such voting rights in the Collateral Agent (including, without limitation, through the use of a proxy or power-of-attorney), such Grantor shall exercise such voting and other consensual rights solely in accordance with the instructions of the Collateral Agent and (y) such rights shall automatically revert back to such Grantor upon the waiver or cure of all Events of Default then existing; and (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) such Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.01.

Voting. Prior to (a) Except as may be otherwise required by law or by the Expiration Date and subject to the terms provisions of this AgreementRestated Certificate of Incorporation or the Bylaws of the Company, Holder hereby agrees that at the Company Stockholder Meeting or holders of the Class B Common Stock shall vote together with the holders of the Class A Common Stock as a single class on every matter coming before any other annual or special meeting of the stockholders or otherwise to be acted upon by the stockholders, subject to any voting rights which may be granted to holders of any other class or series of Preferred Stock. So long as any Class B Common Stock is outstanding, the Corporation shall not (x) without the affirmative vote of 66 2/3% of the Companyshares of Class A and Class B Common Stock outstanding, however calledvoting as a single class, including effect any adjournmentamendments to this Restated Certificate of Incorporation, recess or postponement thereofany mergers, consolidations, reorganizations, or in connection with any written consent sales of assets requiring stockholder approval under the Company’s stockholders and in any other circumstance upon which a vote, consent DGCL or approval dispositions of all or some substantially all of the stockholders Corporation's assets, or any liquidation, dissolution or winding up of the Company is soughtCorporation, in each case, with respect to which any or (y) without the affirmative vote of a majority of the matters described in subsections shares of Class B Common Stock outstanding, voting as a separate class, and the affirmative vote of 66 2/3% of the shares of Class A and Class B Common Stock, voting as a single class, amend any provision of this paragraph (a) through of Section 2 relating to the Common Stock. (db) The Board of Directors of the Corporation shall consist of at least twelve members and no more than fifteen members as established from time to time by resolution of the Board of Directors, except that such numbers are subject to automatic adjustment as necessary, under those circumstances and during those time periods that holders of any other class or series of the Corporation's outstanding Preferred Stock have rights to elect members of the Board of Directors (the "Preferred Stock Directors"), as set forth in this Section 2.4 is Restated Certificate of Incorporation or in the resolution of the Board of Directors establishing and designating such series and fixing and determining the relative rights and preferences thereof. So long as any shares of Class B Common Stock are outstanding, the holders of the Class B Common Stock, as such holders, shall be entitled to be considered, Holder shall (solely in its capacity vote as a stockholder separate class for the election of the Companygreater of (x) three directors of the Corporation and (y) that whole number of directors that is closest to but not less than 20% of the total number of directors (the "Class B Directors") and the holders of the Class A Common Stock shall be entitled to vote as a separate class for the remaining directors of the Corporation (the "Class A Directors"), unless excluding Preferred Stock Directors, if any. At such time as no Class B Common Stock is outstanding, the Company term of all Class B Directors shall immediately end. (c) For purposes of electing Class B Directors, the Board and the Special Committee has made of Directors will nominate such individuals as may be specified by a Change of Board Recommendation in compliance with the terms majority vote of the Merger Agreement and such Change then existing Class B Directors or, if there are no Class B Directors, by holders of Board Recommendation has not been rescinded or otherwise withdrawn a majority of the Class B Common Stock. The remaining directors will be nominated in accordance with the provisions Corporation's Bylaws. (d) At any meeting having as a purpose the election of directors by holders of the Merger AgreementCommon Stock, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be votedpresence, in person or by proxy, of the holders of a majority of the shares of the relevant class or duly execute classes of Common Stock then outstanding shall be required and deliver be sufficient to constitute a quorum of such class or cause classes for the election of any director by such holders. Each director shall be elected by the vote or written consent required under the DGCL of the holders of such class or classes. At any such meeting or adjournment thereof, (i) the absence of a quorum of such holders of an applicable class of Common Stock shall not prevent the election of the directors to be duly executed elected by the holders of shares other than such class of Common Stock, and delivered (ii) in the absence of such quorum (either of holders of such class of Common Stock or of shares other than such class of Common Stock, or both), a written consent covering, all majority of the Rollover Shares (to the extent the Rollover Shares may vote on the matter holders, present in question) outstanding as of such record date: (a) in favor person or by proxy, of the adoption and approval class or classes of stock which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. All of the Merger Agreement and holders of Class A Common Stock that are entitled to vote at an election of Class A Directors shall have the Merger; (b) against any actionright to vote, proposalin person or by proxy, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class number of shares of the Company Class A Common Stock owned by him or materially impede, interfere with, delay, postpone, frustrate, discourage her for as many persons as there are Class A Directors to be elected and for whose election he or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as she has a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any action, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ right to vote, or express to cumulate the votes by giving one candidate as many votes as the number of such Class A Directors multiplied by the aggregate number of votes shall equal, or by distributing such votes on the same principle among any number of such candidates. All of the holders of Class B Common Stock that are entitled to vote at an election of Class B Directors shall have the right to vote, in person or by proxy, the number of shares of Class B Common Stock owned by him or her for as many persons as there are Class B Directors to be elected and for whose election he or she has a right to vote, but in no event shall he or she be permitted to cumulate his or her votes for one or more Class B Directors. (e) Any vacancy in the office of a class of director may be filled by the remaining directors of such class, unless such vacancy occurred because of the removal (with or without cause) of a director or all offices of a class of directors are vacant, in which event such vacancy or vacancies shall be filled by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of Common Stock. Any or all of the directors may be removed, with or without cause, by vote or by written consent in each case in accordance with Section 141 of the DGCL by the holders of the applicable class of Common Stock and not otherwise. Any director elected to fill a vacancy shall serve the same remaining term as that of his or dissent her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. (f) Without the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, the Corporation may not effect any change in the rights, privileges or preferences of the Class B Common Stock. This provision shall not be applicable to any amendment to this Restated Certificate of Incorporation or adoption of resolutions of the Board of Directors which establishes or designates one or more classes or series of Preferred Stock in accordance with Article FOURTH, Division A. (g) With respect to (actions by the holders of Class B Common Stock upon those matters on which such holders are entitled to vote as a separate class, such actions may be taken without a stockholders meeting, and without any action by the holders of Class A Common Stock if no approval or otherwise action by the holders of Class A Common Stock is required pursuant to utilize this Restated Certificate of Incorporation either voting as a separate class or together with the holders of Class B Common Stock acting as a single class, by the written consent of holders of the Class B Common Stock who would be entitled to vote at a meeting those shares having voting power of), any to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock entitled to vote were present and voted. Notice shall be given in accordance with the applicable provisions of the Rollover Shares in DGCL of the taking of corporate action without a manner that violates or breaches meeting by less than unanimous written consent to those holders of Class B Common Stock on the terms of this Agreement shall be null and void ab initiorecord date whose shares were not represented on the written consent.

Voting. Prior to Parent and Merger Sub covenant and agree that, until the Expiration Date and subject to Effective Time or the terms earlier of a termination of this AgreementAgreement or a Parent Adverse Recommendation Change, Holder hereby agrees that (a) at the Company Stockholder Partnership Unitholder Meeting or any other annual or special meeting of the stockholders Limited Partners or any vote of the CompanyLimited Partners or of Listed Shares in connection with a vote of the Limited Partners, however called, including any adjournment, recess or postponement thereofParent will vote, or in connection with any written consent cause to be voted, all Common Units, Partnership Class B Units and Listed Shares then owned beneficially or of the Company’s stockholders and in any other circumstance upon which a vote, consent record by it or approval of all or some of the stockholders of the Company is sought, in each case, with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredits Subsidiaries, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof; (b) at any meeting or vote at such meeting of the holders of Listed Shares or in connection with any approval of the holders of Listed Shares, however called, Parent will vote, or cause to be counted as present thereat for purposes voted, to the extent permitted under the Organizational Documents of determining whether a quorum is present and respond to each request the Partnership GP Delegate, all Listed Shares then owned, beneficially or of record, by the Company for written consentit or any of its Subsidiaries, if any, of any shares entitled to provide consent as of the record date for determining such meeting, in favor of (i) the stockholders approval of the Company entitled KMR Merger Agreement (as it may be amended or otherwise modified from time to act by consent time) and the KMR Merger and the approval of any actions required in furtherance thereof and (ii) for purposes of determining the manner in which Partnership I-Units are voted, the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof; and (c) at any meeting or vote of the EPB Limited Partners or in connection with any approval of the EPB Limited Partners, however called, Parent will vote, or cause to be voted, in person all EPB Common Units and EPB Class B Units then owned beneficially or of record by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger; (b) against any action, proposal, agreement or transaction (including any Acquisition Proposal) that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Company or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation of the Contemplated Transactions, including the Closing and the Merger, or the performance by Holder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, debt or equity financing, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries, taken as a whole, or a reorganization, recapitalization or liquidation of the Company it or any of its Subsidiaries; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the record date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionfor such meeting, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any of the conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled; and (d) in favor of any adjournment, recess, delay or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order to seek or obtain approval of the adoption of the EPB Merger Agreement or any action, proposal, transaction or agreement necessary to consummate the Merger. Any attempt by ▇▇▇▇▇▇ to vote, or express consent or dissent with respect to (as it may be amended or otherwise modified from time to utilize time) and the voting power of), EPB Merger and the approval of any of the Rollover Shares actions required in a manner that violates or breaches the terms of this Agreement shall be null and void ab initiofurtherance thereof.

Voting. Prior (a) Subject to Section 5, each Equityholder agrees that from the date of this Agreement until the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”), such Equityholder (to the Expiration Date extent an owner of Subject Units at such time) shall take all actions necessary or advisable to execute and subject deliver the Company Voting Member Approval to the terms Company as promptly as practicable, and in any event within ten (10) Business Days, following the date that HTP receives, and notifies the Company of HTP’s receipt of, SEC approval and effectiveness of the Registration Statement/Proxy Statement. Subject to the obligations of the Company to obtain the Company Voting Member Approval in accordance with this Agreement and the Merger Agreement, Holder each Equityholder (to the extent an owner of Subject Units) hereby agrees waives any and all notice and advanced consent requirements or protective provisions that at may be required pursuant to the Company Stockholder Meeting or any other annual or special meeting of LLCA, the stockholders organizational documents of the Company, however calledthe Interested Party Arrangements, including any adjournment, recess or postponement thereof, or in connection with any written consent of the Company’s stockholders and in any other circumstance upon which a vote, consent or approval of all or some of the stockholders of agreement between the Company is sought, in each case, and such Equityholder or under applicable Law with respect to which any of the matters described in subsections (a) through (d) of this Section 2.4 is to be consideredexecution, Holder shall (solely in its capacity as a stockholder of the Company), unless the Company Board delivery and the Special Committee has made a Change of Board Recommendation in compliance with the terms of the Merger Agreement and such Change of Board Recommendation has not been rescinded or otherwise withdrawn in accordance with the provisions of the Merger Agreement, (i) appear at each such meeting or cause its representative(s) to appear at such meeting or otherwise cause the Rollover Shares outstanding as of the record date for determining stockholders entitled to vote at such meeting to be counted as present thereat for purposes of determining whether a quorum is present and respond to each request performance by the Company for written consent, if any, of any shares entitled to provide consent as of the record date for determining the stockholders of the Company entitled to act by consent and (ii) vote or cause to be voted, in person or by proxy, or duly execute and deliver or cause to be duly executed and delivered a written consent covering, all of the Rollover Shares (to the extent the Rollover Shares may vote on the matter in question) outstanding as of such record date: (a) in favor of the adoption and approval of the Merger Agreement and the Merger;Ancillary Agreements; provided, that, notwithstanding the foregoing, such waiver with respect to any particular Equityholder is not applicable and shall have no force and effect in the event that the Merger Agreement or any of the Ancillary Agreements (or, to the extent applicable, the form attached to the Merger Agreement) is amended in a manner that is adverse to such Equityholder after the date hereof without the prior written consent of such Equityholder. (b) against any actionDuring the Voting Period and notwithstanding the occurrence, proposalif any, agreement or transaction (including any Acquisition Proposal) that would reasonably be expectedof a HTP Modification in Recommendation, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares at each meeting of the Company Members, and in each written consent or materially impede, interfere with, delay, postpone, frustrate, discourage or adversely affect the timely consummation resolutions of any of the Contemplated TransactionsCompany Members in which such Equityholder is entitled to vote or consent, such Equityholder (to the extent an owner of Subject Units at such time) hereby unconditionally and irrevocably agrees to be present for such meeting (whether held in person or held in a virtual format) and vote (in person or virtually, as applicable, or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, such Equityholder’s Subject Units and any other limited liability company or other equity interests of the Company over which such Equityholder has voting power (i) in favor of, and to adopt, the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Company Voting Member Approval, including the Closing Merger, the amendment and restatement of the Company LLCA pursuant to the Surviving Company A&R LLCA, the Exchange Agreement and the Merger, or entry into and consummation of such other transactions contemplated by the performance by Holder of Merger Agreement to the extent required for the Company to carry out its obligations under this Agreementthereunder, including, without limitationand (iii) in opposition to: (iA) any extraordinary corporate transaction, such as a scheme Acquisition Transaction and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of arrangement, debt the Company to consummate the transactions contemplated by the Merger Agreement or equity financing, merger, consolidation any Ancillary Agreement or (y) which are in competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement or (B) any other business combination action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or any Ancillary Agreement or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. (c) Each Equityholder agrees that during the Voting Period it shall not deposit, and to cause its Affiliates not to deposit, any of such Equityholder’s Subject Units in a voting trust or subject any such Subject Units to any arrangement or agreement with respect to the voting of such Subject Units, unless specifically requested to do so by the Company and HTP in writing in connection with the Merger Agreement, the Ancillary Agreements or the transactions contemplated thereby. (d) Each Equityholder agrees that during the Voting Period, except as contemplated by the Merger Agreement or any Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any limited liability company or other equity interests of the Company in connection with any vote or other action with respect to transactions contemplated by the Merger Agreement or any Ancillary Agreement, other than to recommend that the Company Members vote in favor of the adoption of the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (e) Each Equityholder agrees, during the Voting Period (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, HTP or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the Company Board in connection with this Agreement, the Merger Agreement or the Merger. (f) Each Equityholder agrees that during the Voting Period, such Equityholder shall not, and shall cause its Affiliates not to, without HTP’s and the Company’s prior written consent, (i) make or attempt to make any Transfer (as defined below) of such Equityholder’s Subject Units, except (A) if such Equityholder is an individual, then subject to the limitations set forth in the Company LLCA, such Equityholder may Transfer any such Subject Units (1) to any member of such Equityholder’s immediate family, or to a trust for the benefit of such Equityholder or any member of such Equityholder’s immediate family, the sole trustees of which are such Equityholder or any member of such Equityholder’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Equityholder; (B) if such Equityholder is an entity, then subject to the limitations set forth in the Company LLCA, such Equityholder may Transfer any Subject Units to any partner, member or Affiliate of such Equityholder; or (C) as contemplated by the Pre-Closing Blocker Reorganization, in which case HTP’s and the Company’s prior written consent shall be deemed given; provided that, in each case (including in connection with the Pre-Closing Blocker Reorganization), such transferee of such Equityholder’s Subject Units signs a joinder to this Agreement in a form reasonably acceptable to HTP and the Company agreeing to be bound by Section 1 and Section 3 of this Agreement; (ii) a salegrant any proxies or powers of attorney with respect to any or all of such Equityholder’s Subject Units; or (iii) take any action with the intent to prevent, lease impede, interfere with or adversely affect such Equityholder’s ability to perform its obligations under this Section 1. The Company hereby agrees to reasonably cooperate with HTP in enforcing the transfer restrictions set forth in this Section 1(f). (g) In the event of a material amount of assets any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Units” shall be deemed to refer to and include the Subject Units of the applicable Equityholder as well as all such equity dividends and distributions and any securities into which or for which any or all of such Subject Units may be changed or exchanged or which are received in such transaction. (h) During the Voting Period, each Equityholder agrees to provide to HTP, the Company and their respective Representatives any information regarding such Equityholder or such Equityholder’s Subject Units that is reasonably requested by HTP, the Company or their respective Representatives and required in order for the Company and HTP to comply with Sections 10.04 and 10.08 of the Merger Agreement. To the extent required by applicable Law, each Equityholder hereby authorizes the Company and HTP to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), such Equityholder’s identity and ownership of such Equityholder’s Subject Units and the nature of such Equityholder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Agreements; provided that such disclosure is made in compliance with the provisions of the Merger Agreement. (i) Effective as of the Effective Time, each Equityholder, on behalf of himself, herself or itself, his, her or its Subsidiariesaffiliates and each of their respective assigns, taken heirs, beneficiaries, creditors, representatives and agents (collectively, the “Releasing Parties”), does irrevocably and fully waive, release, acquit and discharge forever the Company, Merger Sub, HTP, the Blocker Parties and their respective affiliates and present and former and direct or indirect partners, members and equity holders, directors, managers, officers, employees, principals, trustees, representatives, agents, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and attorneys (collectively, the “Released Parties”), from any and all actions, claims, liabilities, losses, orders and causes of action of every kind and nature whatsoever, at law or in equity, whether known or unknown, that such Releasing Parties, or any of them, may have had in the past or may now have or may have in the future against the Released Parties, or any of them, related to events, circumstances, acts or omissions occurring, on or prior to the Effective Time that relate to or arise out of such Releasing Party’s status as a wholeholder of equity of, or a reorganizationany other investment in, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) an election of new members Affiliates, including any Subject Units, Company Units and any securities exercisable for, convertible into or otherwise issued with respect to the Company Boardany securities, obligations or other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; or (iv) any material change in the present capitalization or dividend policy of interests issued by the Company or any of its Subsidiaries Affiliates that any such Releasing Party holds or any amendment or has ever held (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include, and each Releasing Party is not releasing any, (i) if such Equityholder is an employee of the Company, rights to accrued but unpaid salary, bonuses, expense reimbursements (in accordance with Company’s employee expense reimbursement policy), accrued vacation and other change to benefits under the Company’s or any of its Subsidiaries’ Organizational Documents; (c) against any actionemployee benefit plans, proposal, transaction or agreement that would result in (i) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Holder contained in this Agreement; or (ii) any right to indemnification, exculpation, advancement of expense or similar rights with respect to service as a director, officer or manager or an Affiliate thereof, in each case of the conditions to the consummation of the Merger foregoing, as set forth in Article VI the Company LLCA, certificate of formation or other organizational documents, any indemnification agreement between the Company and such Equityholder or its Affiliates, or as provided by law or any directors’ and officers’ liability insurance (provided that, for the avoidance of doubt, this clause (ii) shall not affect the termination of the Merger Agreement not being fulfilled; and Interested Party Arrangements (dincluding the Series B Purchase Agreement) listed on Schedule II hereto), (iii) actions, claims, liabilities, losses, and causes of action of every kind and nature whatsoever, at law or in favor of any adjournmentequity, recesswhether known or unknown, delay arising out or postponement of the Company Stockholder Meeting as may be reasonably requested by the Company Board or the Special Committee in order related to seek or obtain approval of the adoption of this Agreement, the Merger Agreement or any actionAncillary Agreement, proposal(iv) commercial agreement between such Equityholder or any other Releasing Party, transaction or agreement necessary to consummate on the Merger. Any attempt by ▇▇▇▇▇▇ to voteone hand, or express consent any Released Party, on the other hand, (v) of the Company’s obligations under any outstanding promissory note, loan or dissent security agreement between the Company and any Equityholder or any of its Affiliates or (vi) rights of such Equityholder or any other Releasing Party under the Merger Agreement, the Exchange Agreement, the Surviving Company A&R LLCA or any other agreement entered into by such Equityholder or its Affiliates in connection with the transactions contemplated by the Merger Agreement, including claims related to the enforcement of the Merger Agreement and the right to receive such Equityholder’s applicable portion of the Blocker Merger Consideration or Company Merger Consideration, as applicable (collectively the “Excluded Claims”). Each Equityholder (on behalf of itself, himself, and herself and the other Releasing Parties) hereby agrees not to institute any proceeding against any Released Party with respect to (or otherwise to utilize the voting power of), any of the Rollover Shares in a manner Released Claims but excluding the Excluded Claims. Each Equityholder represents, warrants and acknowledges that violates he, she or breaches it has consulted with counsel with respect to the terms execution and delivery of this release and has been fully apprised of the consequences hereof. Each Equityholder agrees and acknowledges that the release in this Agreement shall be null constitutes a complete defense of any and void ab initioall Released Claims, other than Excluded Claims. Each Equityholder further waives any rights under Section 1542 of the Civil Code of the State of California, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.