Common use of The Subject Shares Clause in Contracts

The Subject Shares. Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”), free and clear of any liens or other encumbrances whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matter.

The Subject Shares. Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 As of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any liens or other encumbrances Liens whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or any Liens which arise hereunder, in each case except as otherwise permitted disclosed in any Schedule 13D filed by this such Stockholder prior to the date hereof. Other than that certain stockholders agreement, dated as of March 6, 2020, by and among the Company, Xxxxx Investments Holdings II, LLC, and solely for certain purposes, EnCap Energy Capital Fund X, L.P., Xxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx (the “Stockholders’ Agreement”), such Security Holder has full legal power, authority and right to vote all none of the Subject Shares held is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entitythis Agreement. Without limiting the generality of the foregoing, other than the Stockholders’ Agreement (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Security Holder has not entered Stockholder to sell, transfer (including by tendering into any voting agreement tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (other than this Agreement) with any person each, a “Transfer”), or entity with respect cause to be Transferred, any of the Subject Shares held by Shares, other than a Transfer, such Security Holderas a hedging or derivative transaction, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period (as defined below), and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares held by Shares. Other than the Subject Shares, such Security Holder, deposited Stockholder does not own any equity interests or other equity-based securities in the Company or any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterSubsidiaries.

The Subject Shares. Such Security Holder Stockholder is the record Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owner owners (as such term is defined in not within the meaning of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule A hereto, free and clear of any liens and all security interests, liens, encumbrances, equities, claims, options or limitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other encumbrances whatsoeverthan as provided in the Family Agreement. Such Security Holder Stockholder does not own, of record or beneficially, Beneficially Own any shares of the Company’s capital stock Common Voting Shares other than the Subject Shares held set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by such Security Holder; and, such Security Holder does not have any voting rights with respect other Stockholders). Subject to any shares the terms of the Company’s capital stock other than Family Agreement, the Subject Shares held by such Security HolderStockholders have, pursuant to any voting agreement or otherwise. As will have at the time of the date hereof and for so long as this Agreement remains in effectapplicable meeting of holders of Shares, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and the right to vote all or direct the vote of such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and if the trustees are acting subject to the direction of another party in the exercise of such voting power, then the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked except in compliance with this Agreement). Except for the Family Agreement, none of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectivelyis subject to any agreement, the “Proposed Actions”) without the consent arrangement or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity restriction with respect to the voting of such Subject Shares that would prevent or materially delay a Stockholder’s ability to perform its obligations hereunder. Except for the Family Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held by set forth opposite such Security Holder, granted Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and (ii) no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s 's common stock, $0.001 par value per share (the “"Company Stock”"), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s 's common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “"Subject Shares”"), free and clear of any liens or other encumbrances whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s 's capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s 's capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “"Proposed Actions”") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matter.

The Subject Shares. Such Security Holder Shareholder is the record and or beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Common Stock set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stockCompany Common Stock, together with any other shares of capital stock of the Company acquired by such Security Holder the Shareholder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject "SUBJECT Shares”"), free and clear of any liens or other encumbrances whatsoever. Such Security Holder Shareholder does not own, of record or beneficially, any shares of the Company’s capital stock Company Stock other than the Subject Shares held by such Security HolderShareholder; and, such Security Holder Shareholder does not have any voting rights with respect to any shares of the Company’s capital stock Company Stock other than the Subject Shares held by such Security HolderShareholder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder Shareholder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder Shareholder in favor of the approval and authorization of the actions Merger, the Merger Agreement and the other transactions contemplated hereby thereby (collectively, the “Proposed Actions”"PROPOSED TRANSACTION") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder Shareholder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security HolderShareholder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security HolderShareholder, deposited any of the Subject Shares held by such Security Holder Shareholder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder Shareholder on any matter.

The Subject Shares. Such Security Holder Stockholder is the record (or the controlling Person of the record) and beneficial owner (as such term of, or is defined in Rule 13d-3 trustee or executor of a trust or estate that is the Securities Exchange Act record holder of 1934) and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule A hereto, free and clear of any liens and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other encumbrances whatsoeverlimitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than the restrictions set forth in Section 6 of the Company’s Certificate of Incorporation and The Xxxxx Xxxxxxxx 2010 Grantor Retained Annuity Trust’s (the “GRAT”) trust agreement, dated March 19, 2009 (the “GRAT Trust Agreement”) under which the Continuing Investor retains the sole right to vote the Subject Shares)). Such Security Holder Stockholder does not own, of record or beneficially, any shares of the Company’s capital stock of the Company other than the Subject Shares held by set forth opposite such Security Holder; andStockholder’s name on Schedule A hereto. Subject to the terms of the Rollover Commitment Letter, such Security Holder does not have Stockholder has the sole right to vote, or to dispose of, such Subject Shares and none of such Subject Shares is subject to any voting rights agreement, arrangement or restriction with respect to any shares the voting of such Subject Shares, except as (i) contemplated by this Agreement, (ii) agreed to in writing by Parent, (iii) specifically contemplated under Article II, Section A of the GRAT Trust Agreement or (iv) set forth in Section 6 of the Company’s capital stock other than Certificate of Incorporation. Except for the Subject Shares held Rollover Commitment Letter, (x) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by such Security Holdersale, pursuant liquidation, dissolution, dividend or distribution) of or consent to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby foregoing (collectively, the “Proposed ActionsTransfer”) without the consent or approval of), or any other action on the part ofcause to be Transferred, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted and (y) no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder Stockholder is the record and beneficial owner (of, as such term ownership is defined determined in Rule 13d-3 accordance with Section 13(d) of the Securities Exchange Act Act, or is a trust or estate that is the record holder of 1934) and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page Schedule A attached hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired and incorporated herein by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)reference, free and clear of any liens and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other encumbrances whatsoeverlimitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than (i) such Stockholder’s obligation to contribute, transfer and assign all of such Stockholder’s right, title and interest in the Subject Shares pursuant to the Rollover Agreement and (ii) any of the foregoing that would not prevent or delay Parent’s or such Stockholder’s ability to perform Parent’s or such Stockholder’s obligations hereunder. Such Security Holder Stockholder does not own, of record or beneficially, any shares of the Company’s capital stock of the Company other than the Subject Shares held set forth opposite such Stockholder’s name on Schedule A attached hereto and incorporated herein by such Security Holder; and, such Security Holder does not have any voting rights with respect to reference (except for any shares of the Company’s capital stock other than of the Company issuable to such Stockholder pursuant to a Rollover Company Option). Such Stockholder has, or, subject to the terms of the Rollover Agreement, Parent or such Stockholder will have at the time of the applicable stockholder meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Subject Shares (it being understood (x) in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and (y) in the case of Subject Shares held by in a 401(k) plan, any such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and Subject Shares for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right which a direction to vote all is not given may be voted in accordance with the plan documents), and none of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectivelyis subject to any agreement, the “Proposed Actions”) without the consent arrangement or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity restriction with respect to the voting of such Subject Shares that would prevent or delay Parent’s or a Stockholder’s ability to perform its obligations hereunder. Except for the Rollover Agreement, (i) there are no agreements, arrangements or understandings of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held set forth opposite such Stockholder’s name on Schedule A attached hereto and incorporated herein by such Security Holder, granted reference (other than a Transfer from one Stockholder to another Stockholder or to Parent) and (ii) no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 As of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any liens or other encumbrances Liens whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or any Liens which arise hereunder, in each case except as otherwise permitted disclosed in any Schedule 13D filed by this such Stockholder prior to the date hereof. Other than that certain stockholders agreement, dated as of March 6, 2020, by and among the Company, Fxxxx Investments Holdings II, LLC, and solely for certain purposes, EnCap Energy Capital Fund X, L.P., Sxxx Xxxxxxxxxx and Mxxxxxx Xxxxxx (the “Stockholders’ Agreement”), such Security Holder has full legal power, authority and right to vote all none of the Subject Shares held is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entitythis Agreement. Without limiting the generality of the foregoing, other than the Stockholders’ Agreement (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Security Holder has not entered Stockholder to sell, transfer (including by tendering into any voting agreement tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (other than this Agreement) with any person each, a “Transfer”), or entity with respect cause to be Transferred, any of the Subject Shares held by Shares, other than a Transfer, such Security Holderas a hedging or derivative transaction, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period (as defined below), and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares held by Shares. Other than the Subject Shares, such Security Holder, deposited Stockholder does not own any equity interests or other equity-based securities in the Company or any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterSubsidiaries.

The Subject Shares. Such Security Holder Other than restrictions in favor of the Company pursuant to this Agreement, and except for such transfer restrictions of general applicability as may be provided under the 1933 Act, or the “blue sky” laws of the various states of the United States, such Stockholder is the record and beneficial owner (as such term of, or is defined in Rule 13d-3 a trust or estate that is the record holder of and whose beneficiaries are the Securities Exchange Act of 1934) beneficial owners of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule I hereto, free and clear of any liens and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other encumbrances whatsoeverlimitation or restriction (including any restriction on the right to vote, sell or otherwise transfer or dispose of such Subject Shares), other than any of the foregoing that would not reasonably be expected to prevent or delay such Stockholder’s ability to perform such Stockholder’s obligations hereunder. Such Security Holder Stockholder does not own, of record or beneficially, any shares of the Company’s capital stock of the Company other than the Subject Shares held by set forth opposite such Security Holder; andStockholder’s name on Schedule I hereto. The Stockholders have, such Security Holder does not or will have any voting rights with respect to any shares at the time of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As execution of the date hereof and for so long as this Agreement remains in effectWritten Consent, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and the sole right to vote all or direct the vote of, or to dispose of or direct the disposition of, such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions), and none of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectivelyis subject to any agreement, the “Proposed Actions”) without the consent arrangement or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity restriction with respect to the voting of such Subject Shares that would prevent or delay a Stockholder’s ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held by set forth opposite such Security Holder, granted Stockholder’s name on Schedule I hereto (other than a Transfer from one Stockholder to another Stockholder) and no person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder Stockholder is the record Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owner owners (as such term is defined in not within the meaning of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule A hereto, free and clear of any liens and all security interests, liens, encumbrances, equities, claims, options or other encumbrances whatsoeverlimitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares). Such Security Holder Stockholder does not own, of record or beneficially, Beneficially Own any shares of the Company’s capital stock Company Common Stock other than the Subject Shares held set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by such Security Holder; andother Stockholders). Such Stockholder has, such Security Holder does not or will have any voting rights with respect to any shares at the time of the Company’s capital stock other than applicable meeting of holders of Shares, the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all or direct the vote of such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and if the trustees are acting subject to the direction of another party in the exercise of such voting power, then the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked except in compliance with this Agreement). None of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectivelyis subject to any agreement, the “Proposed Actions”) without the consent arrangement or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity restriction with respect to the voting of such Subject Shares that would prevent or materially delay a Stockholder’s ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held by set forth opposite such Security Holder, granted Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder Stockholder is the record Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owner owners (as such term is defined in not within the meaning of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder’s name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule A hereto, free and clear of any liens and all security interests, liens, encumbrances, equities, claims, options or limitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other encumbrances whatsoeverthan (i) rights held by a third party to direct the vote of Subject Shares held by a trust, in which case the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked or is not required under the terms of such trust (such that such shares are bound by this Agreement, including the obligations in Section 1), (ii) as provided in the Family Agreement and (iii) under applicable securities laws. Such Security Holder Stockholder does not own, of record or beneficially, Beneficially Own any shares of the Company’s capital stock Common Voting Shares other than the Subject Shares held set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by such Security Holder; andother Stockholders subject to this Agreement and as otherwise noted on Schedule A). Subject to the terms of the Family Agreement, such Security Holder does Stockholder has and will have at all times from the date hereof through the Expiration Date (except to the extent such Subject Shares are Transferred after the date hereof pursuant to Section 2) the sole (or shared with other Stockholders) right to vote or direct the vote of (including through a revocable proxy or otherwise, which proxy to vote such Subject Shares in compliance with this Agreement shall not have any voting rights be revoked unless such shares are otherwise subject to this Agreement, or has granted a proxy to one or more other Stockholders to vote such Subject Shares solely in accordance with this Agreement) such Subject Shares with respect to any shares the matters set forth in Section 1 hereof and all of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains matters set forth in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity each case with respect to all of such Stockholder’s Subject Shares (it being understood that if such Stockholder is a trust, such Subject Shares are bound by this Agreement pursuant to clause (c)(i) above). Except for the Family Agreement and any proxies referenced in the foregoing sentence, none of such Stockholder’s Subject Shares are subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares. Except for the Family Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder; provided, that any such transferee and any such transferred Subject Shares remain bound by this Agreement in all respects and provide written notice to ION of any such Security Holder, granted Transfer) and (ii) no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder Stockholder is the record Beneficial Owner of, or is a trust or estate that is the Beneficial Owner of and whose beneficiaries are the beneficial owner owners (as such term is defined in not within the meaning of Rule 13d-3 of promulgated under the Securities Exchange Act of 1934Act, but rather, pursuant to the common law regarding beneficial interests in trusts) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), Subject Shares set forth opposite his, her or its such Stockholder's name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”)Schedule A hereto, free and clear of any liens and all security interests, liens, encumbrances, equities, claims, options or other encumbrances whatsoeverlimitations of whatever nature (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares). Such Security Holder Stockholder does not own, of record or beneficially, Beneficially Own any shares of the Company’s capital stock Company Common Stock other than the Subject Shares held set forth opposite such Stockholder's name on Schedule A hereto (except that such Stockholder may be deemed to Beneficially Own Subject Shares owned by such Security Holder; andother Stockholders). Such Stockholder has, such Security Holder does not or will have any voting rights with respect to any shares at the time of the Company’s capital stock other than applicable meeting of holders of Shares, the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all or direct the vote of such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and if the trustees are acting subject to the direction of another party in the exercise of such voting power, then the direction of such other party has been obtained prior to the execution of this Agreement and such direction shall not be revoked except in compliance with this Agreement). None of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectivelyis subject to any agreement, the “Proposed Actions”) without the consent arrangement or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity restriction with respect to the voting of such Subject Shares that would prevent or materially delay a Stockholder's ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Subject Shares held by set forth opposite such Security Holder, granted Stockholder's name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and no Person has any person or entity any proxy (revocable or irrevocable) contractual or other power of attorney with respect right or obligation to purchase or otherwise acquire any of the such Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterShares.

The Subject Shares. Such Security Holder The Stockholder is and will be, from the date hereof through the termination of this Voting Agreement pursuant to Section 8 hereof, the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act Subject Shares. The Subject Shares include all of 1934) ofthe issued and outstanding shares of Class A Common Stock and Class B Common Stock that are beneficially owned by the Stockholder. The Stockholder has, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and at all times during the term of this Agreementhereof, by conversion of will have, good and valid title to the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”), free and clear of all Liens (other than (i) pledges of the Subject Shares under bank lines of credit existing as of the date hereof (the “Existing Bank Lines and Pledges”) and (ii) the Merger Agreement). None of the Subject Shares owned by it are subject to any liens voting trust or other encumbrances whatsoevervoting agreement with respect to the Subject Shares, except (A) as contemplated by this Voting Agreement or (B) as provided under the Existing Bank Lines and Pledges (which voting rights by their terms are only effective upon an event of default under such Existing Bank Lines and Pledges). Such Security Holder Except as set forth on Schedule A, the Stockholder does not own, of record or beneficially, any shares other voting securities of the Company or any warrants, options or other rights to acquire any other voting securities of the Company’s capital stock other than . The Stockholder has and will continue to have during the Subject Shares held by such Security Holder; andterm hereof, such Security Holder does not have any sole voting rights power, sole power of disposition, sole power to issue instructions with respect to any shares the matters set forth in Section 3 hereof, sole power of conversion, sole power to demand appraisal rights, if any, and sole power to agree to all of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as matters set forth in this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Voting Agreement, such Security Holder has full legal power, authority and right in each case with respect to vote all of the Subject Shares held by such Security Holder at all times during the term hereof, except as provided under the Existing Bank Lines and Pledges in favor the case of the approval and authorization an event of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matterdefault thereunder.