Common use of Voting Agreement Clause in Contracts

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that with Parent that, at any meeting of the stockholders of the Company's stockholders, however called, and at any adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in connection with any other circumstance in written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote has voting power (i) in favor of approval of the approval Merger and adoption (as applicable) of the Merger Agreement and any actions related thereto, recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn a any meeting of Company's stockholders for the stockholders purpose of the Company to solicit soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the approval and adoption (as applicable) of Merger is insufficient to approve the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by ParentMerger.

Voting Agreement. Beginning The Stockholder hereby agrees that, during the period commencing on the date Commencement Date hereof and continuing until the Expiration Datefirst to occur of (a) the Effective Time or (b) termination of the Acquisition Agreement in accordance with its terms, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders holders of the CompanyCompany Common Stock, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote written consent of the stockholders holders of Company Common Stock, the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) shall vote (or cause to be voted)) all of the Shares, in person whether heretofore owned or by proxy, all Subject hereafter acquired and to the extent such Shares that such Stockholder is entitled to vote at the time of any vote may be voted: (i) in favor of the approval and adoption (as applicable) of the Acquisition Agreement, the Offer, the Merger Agreement and other related agreements (or any amended versions thereof) and any actions related thereto, required in furtherance thereof and hereof; (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Acquisition Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer, the Merger and the transactions contemplated by the Acquisition Agreement): (A) any Acquisition Proposal or any extraordinary corporate transaction, such Stockholder contained in this Agreementas a merger, consolidation or other business combination involving the Company, a sale, lease or transfer of a material amount of assets of the Company, or a reorganization, recapitalization, dissolution or liquidation of the Company; or (5B) (1) any change in a majority of the persons who constitute the board of directors of the Company; (2) any change in the membership present capitalization of the Company Boardor any amendment of the Company's Certificate of Incorporation or By-Laws; (3) any other material change in the Company's corporate structure or business; or (4) any other action which is intended, unless approved or could reasonably be expected, to impede, interfere with, delay, postpone, or materially and adversely affect the Offer, the Merger or any of the transactions contemplated by Parentthis Agreement or the Acquisition Agreement. The Stockholder shall not enter into any agreement or understanding with any Person (as defined below) the effect of which would be inconsistent or violative of the provisions, and agreements contained in ARTICLE 1, 2 or 3 hereof. For purposes of this Agreement, "Beneficially Own," "Beneficially Owned" or "Beneficial Ownership" (or any other derivative of such terms) with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The "Shares" shall include all shares of Company Common Stock held of record or Beneficially Owned by the Stockholder on the Commencement Date or at any other time prior to the termination of this Agreement.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each (a) The Stockholder hereby irrevocably and unconditionally agrees that that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company, or in ’s stockholders with respect to any other circumstance in which the vote or other approval of the stockholders of matters set forth in clause (ii) below, if applicable, the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxyif applicable) all the Subject Shares, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of (“for”) (1) the approval Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (as applicablex) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and any actions related thereto, (ii2) in favor the approval of any proposal to adjourn a or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company to solicit additional proxies Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the approval and adoption (as applicable) terms of such Acquisition Proposal, or any of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposaltransactions contemplated thereby, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would proposal that could reasonably be expected to prevent result in a breach of any covenant, representation or delay the consummation warranty, or any other obligation or agreement of the TransactionsCompany under the Merger Agreement or of the Stockholder under this Agreement, and (43) any action action, proposal, transaction or agreement that would reasonably be expected to result impede, 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 to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material breach or violation portion of any covenant, representation or warranty the assets of the Company or any other obligation of such its subsidiaries). The Stockholder contained in covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (5z) make, or in any change manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the membership 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company Boardin connection with any vote of the stockholders of the Company with respect to the Transactions, unless approved by Parentother than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement).

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that with Company that, at any meeting of the stockholders of the CompanyParent's stockholders, however called, and at any adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in connection with any other circumstance in written consent of Parent's stockholders, Stockholder shall vote any Shares with respect to which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote has voting power (i) in favor of approval of the approval Merger and adoption (as applicable) of the Merger Agreement and any actions related thereto, recommended by the Board of Directors of Parent that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would increase the number of shares of Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Parent under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Parent to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Parent (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Parent and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Parent's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Parent; (E) any amendment of Parent's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Parent's management discretionary authority to adjourn a any meeting of Parent's stockholders for the stockholders purpose of the Company to solicit soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Parent Common Stock present or represented and voting in favor of the approval and adoption (as applicable) of Merger is insufficient to approve the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership of the Company Board, unless approved by ParentMerger.

Voting Agreement. Beginning on Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Shareholder is entitled to vote at the date hereof until time of any vote or action by written consent to approve and adopt the Expiration DateMerger Agreement, each Stockholder hereby irrevocably the Merger, the Plan of Merger and unconditionally agrees that all agreements related to the Merger and any actions related thereto (including any adjournment proposal and advisory, non-binding compensation proposal set forth in the Joint Proxy Statement and submitted to the shareholders of Xenith in connection with the Merger) at any meeting of the stockholders shareholders of the Company, however calledXenith, and at any adjournment thereof, at which the such Merger Agreement Agreement, Merger, Plan of Merger and other related agreements (or any amended version thereof) ), or the Transactionssuch other actions, are submitted for the consideration and vote of the stockholders shareholders of the CompanyXenith. Shareholder hereby agrees that, for so long as this Agreement is in effect, it will not vote any Shares in favor of, or in any other circumstance in which consent to, and will vote such Shares against and not consent to, the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) corporate action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or materially delay the consummation of of, the Transactionstransactions contemplated by the Merger Agreement, (4iii) any corporate action or agreement that the consummation of which would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in this Xenith under the Merger Agreement, or (5iv) other matter relating to, or in connection with, any change in the membership of the Company Board, unless approved by Parentforegoing matters.

Voting Agreement. Beginning on Subject to the date hereof until terms of this Agreement, Stockholder agrees that, during the Expiration DateSupport Period (as defined in Section 6.11 below), each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the stockholders of the Company, however called, with respect to any of the following, and at any every adjournment or postponement thereof, at which the Merger Agreement (and on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval proposed to be taken by written consent of the stockholders of the Company is soughtwith respect to any of the following, each Stockholder shallshall appear at such meeting (in person or by proxy) or otherwise cause the Subject Shares to be counted as present for purposes of calculating a quorum and shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Subject Shares, in each case to the fullest extent that its such Subject Shares are entitled to vote thereon, vote: (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of (i) the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, all the Transactions (if applicable) and (ii) in favor of any proposal to adjourn a or postpone the meeting of the stockholders of the Company to solicit additional proxies in favor of a later date if there are not sufficient votes for the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and the Transactions (iiiif applicable); (b) against (i) any action, proposal, or agreement that would (1or would reasonably be expected to) Acquisition Proposalprevent, impede, interfere with, delay, postpone or adversely affect the Merger Agreement or the Transactions, in each case in any material respect, (2ii) reorganization, recapitalization, liquidation or winding-up any change in the present capitalization of the Company or any other extraordinary transaction involving amendment of the certificate of incorporation of the Company, or (3iii) action or agreement any Acquisition Proposal; and (c) in favor of any other matter expressly contemplated by the consummation of which would reasonably be expected to prevent or delay the Merger Agreement and necessary for consummation of the Transactions, (4) which is considered at any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership meeting of the Company Board, unless approved by Parentstockholders of the Company.

Voting Agreement. Beginning on the date hereof until the Expiration DateEach Holder, each Stockholder severally and not jointly, hereby irrevocably and unconditionally agrees that during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, postponement thereof or in any other circumstance in circumstances upon which the vote a vote, consent or other approval of the stockholders of the Company (including by written consent) is sought, each Stockholder shall, in each case sought with respect to the fullest extent that its Subject Shares are entitled to vote thereonMerger, the Holders shall (a) when a meeting is held, appear at such meeting or otherwise cause its Subject the Shares (as defined below) to be counted as present thereat for purposes the purpose of calculating establishing a quorum, quorum and (b) vote (or cause to be voted), ) in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at or (in the time case of any vote solicitation of written consents) deliver (or cause to be delivered) a written consent covering, all of the shares of Common Stock listed opposite such Holder’s name in Schedule A attached hereto (the “Covered Shares”) and all shares of Common Stock of which such Holder hereafter acquires beneficial ownership (collectively with the Covered Shares, the “Shares”): (i) in favor of the approval and adoption (as applicable) of the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement if a vote, consent or other approval (including by written consent) with respect to any actions related thereto, of the foregoing is sought and (ii) in favor of against any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicablex) of Acquisition Proposal (other than the Merger Agreement and any actions related theretothe Merger), and or (iiiy) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up amendment of the Company Company’s certificate of incorporation or any bylaws or other extraordinary proposal or transaction involving the Company, (3) action which amendment or agreement other proposal or transaction is reasonably likely to impede, delay, frustrate, prevent, nullify or otherwise adversely affect the consummation of which would reasonably be expected to prevent Merger, the Merger Agreement or delay the consummation any of the Transactions, other transactions contemplated by the Merger Agreement or (4z) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership agreement of the Company Board, unless approved by Parentunder the Merger Agreement or change in any manner the capitalization of the Company or the voting rights of the Common Stock.

Voting Agreement. Beginning on Subject to the date hereof until the Expiration Date, each Stockholder hereby irrevocably terms and unconditionally agrees that at any meeting conditions of the stockholders of the Company, however called, and at any adjournment thereofthis ---------------- Agreement, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a every meeting of the stockholders of the Company called with respect to solicit additional proxies any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Stockholder shall vote or cause (including by the Proxy, as hereinafter defined) to be voted the Shares and any New Shares (as defined herein) (x) in favor of the (i) approval and adoption (as applicable) of the Merger Agreement Agreement, the transactions contemplated thereby and by this Agreement, and the Merger and any actions related theretoaction in furtherance thereof, (ii) waiving any notice that may have been or may be required relating to any reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any sale of assets, change of control, or acquisition of the Company by any other person, or any consolidation or merger of the Company with or into any other person to the extent such transaction is undertaken in connection with the Merger, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would matter that could reasonably be expected to prevent facilitate the Merger and (y) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the TransactionsMerger or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not, from the date of this Voting Agreement until the Expiration Date (4as hereinafter defined), enter into any agreement or understanding with any Person to vote (other than the Proxy granted in connection herewith) any action or agreement that would reasonably be expected to result in a material breach give instructions inconsistent with clause "(x)" or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or "(5) any change in the membership y)" of the Company Board, unless approved by Parentpreceding sentence.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby Shareholder irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s shareholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, such Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares (as defined below), and all other Company Common Shares over which he or she has acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof and prior to the applicable record date (together with the Existing Shares, the “Shares”) to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person if applicable) all of his or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote her Shares: (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe consummation of the transactions contemplated thereby, including the Mergers, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Company’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and in favor of any actions related theretoadvisory, non-binding compensation proposal set forth in the Joint Proxy Statement/Prospectus and submitted to the shareholders of the Company in connection with the Mergers, (iiiC) against any (1) Acquisition action or proposal in favor of a Company Takeover Proposal, (2D) reorganization, recapitalization, liquidation against any action or winding-up proposal that could reasonably be expected to interfere with or delay the timely consummation of the Mergers and (E) against any amendments to the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which Organizational Documents if such amendment would reasonably be expected to prevent or delay the consummation of the TransactionsClosing. Each Shareholder covenants and agrees that, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in except for this Agreement, he or (5) she has not entered into, and shall not enter into during the Support Period, any change in the membership of the Company Board, unless approved by Parentvoting agreement or voting trust with respect to his or her Shares.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the Closing and (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s shareholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares and all other shares of Common Stock or voting securities over which he or she has acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution or pursuant to any other equity awards or derivative securities (including any Company Restricted Stock Awards) or otherwise) (together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Company’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and in favor of any actions related theretoadvisory, non-binding compensation proposal set forth in the Proxy Statement and submitted to the shareholders of the Company in connection with the Merger, (C) against any action or proposal in favor of an Acquisition Proposal or Alternative Transaction, without regard to the terms of such Acquisition Proposal or Alternative Transaction, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Articles of Incorporation or any other extraordinary transaction involving the CompanyCompany Bylaws, (3) action or agreement the consummation of in each case, which would reasonably be expected likely to prevent or delay the consummation of the Transactions, (41) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) any change in prevent, materially impede or materially delay the membership consummation of the Company Boardtransactions contemplated by the Merger Agreement, unless approved including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder, trustee or similar capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights he or she has in such shareholder entity to carry out the intent and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement.

Voting Agreement. Beginning on Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 5 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called extraordinary general meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Issuer (or any amended version adjournment or postponement thereof) or (the Transactions“Special Meeting”), are submitted for the consideration and vote in any action by written consent of the stockholders of the CompanyIssuer requested by the Issuer’s board of directors or undertaken as contemplated by the Transactions, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif a meeting is held, (a) appear at such meeting the meeting, in person or by proxy, or otherwise cause all of its Subject Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented) (which shall include, for the avoidance of doubt, any consent in writing (to the extent applicable)), in person or by proxy, all Subject of its Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoapproval of the Transactions (including the Mergers), (ii) in favor of any proposal to adjourn a meeting the issuance of the stockholders Notes in connection with the First Merger and the Note Financing pursuant to the Note Subscription Agreements (including as required under Nasdaq), (iii) in favor of the Company amendment and restatement of the Certificate of Incorporation in the form of the Acquiror Charter attached as Exhibit A to solicit additional proxies the Merger Agreement, (iv) in favor of the approval and of the adoption of the Management Equity Plans, (as applicablev) in favor of any other proposals the parties to the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation agree are necessary or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected desirable to prevent or delay the consummation of consummate the Transactions, (4vi) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of the Issuer contained in the Merger Agreement, (vii) in favor of the other Acquiror Stockholder Matters, (viii) for any proposal to adjourn or postpone the applicable Special Meeting to a later date if (and only if) there are not sufficient votes for approval of the Merger Agreement and the other Acquiror Stockholder Matters on the dates on which such meetings are held, and (ix) except as set forth in the proxy statement of Acquiror in connection with the Transactions (the “Proxy Statement”), against the following actions or proposals: (A) any Business Combination Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement; and (B) (1) any change in the present capitalization of the Issuer or any amendment of the Certificate of Incorporation, except to the extent expressly contemplated by the Merger Agreement, (2) any liquidation, dissolution or other change in the Issuer’s corporate structure or business, (3) any action, proposal, transaction or agreement that would result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (54) any change other action or proposal involving the Issuer or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. The obligations of Holder specified in this Section 1.1 shall apply whether or not the membership First Merger, Second Merger, any of the Company BoardTransactions or any action described above is recommended by the Issuer’s board of directors. If the Holder is the beneficial owner, unless approved but not the registered holder, of the Covered Shares, Holder agrees to take all actions necessary or requested by ParentBigBear to cause the registered holder and any nominees to vote all of the Covered Shares in accordance with the terms of this Agreement.

Voting Agreement. Beginning on Each Stockholder, severally and not jointly, hereby agrees that, from and after the date hereof and until the Expiration Datethis Agreement shall have been terminated in accordance with Article 4 hereof, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the CompanyCompany or IRT, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval action by consent of the stockholders of the Company is sought, each Stockholder shall, in each case to or IRT upon which the fullest extent that its Subject Shares Merger and related proposals are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorumconsidered, (b) adopted or approved, such Stockholder will vote (or cause to be voted), in person or by proxy, all Subject Shares that ) such Stockholder is entitled to vote at the time of any vote Stockholder's Shares: (ia) in favor of the approval and adoption (of the Company Stockholder Approvals or the IRT Shareholder Approval, as applicable; (b) against any action, proposal, agreement, transaction or matter that, if taken, executed or consummated by the Company, would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company contained in the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting or of the stockholders Stockholders contained in this Agreement; and (c) against any action, proposal, agreement or transaction, including, but not limited to, any Acquisition Proposal, that, if taken, executed or consummated by the Company, could result in any of the Company conditions to solicit additional proxies in favor of the approval and adoption (as applicable) of IRT's obligations under the Merger Agreement and any actions related theretonot being fulfilled or that is intended, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would could reasonably be expected expected, to prevent impede, interfere or delay be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Transactions, (4) any action Merger or agreement that would reasonably be expected to result in a material breach the transactions contemplated by the Merger Agreement or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement. Such Stockholder shall not enter into any agreement, understanding or (5) arrangement with any change person or entity to vote such Shares or give instructions in the membership any manner inconsistent with this Section 1.1. Each Stockholder acknowledges receipt and review of a copy of the Company Board, unless approved by ParentMerger Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Purchaser Stockholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each the Stockholder hereby irrevocably and unconditionally agrees hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders of the CompanyPurchaser’s stockholders, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in connection with any other circumstance in which written consent of Purchaser’s stockholders, the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares and all other shares of Common Stock or voting securities of Purchaser over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote and the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Purchaser stock options) or otherwise) (together with the Existing Shares, the “Shares”), which such Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger and the issuance of the Merger Consideration, (iiB) in favor of any proposal to adjourn a or postpone such meeting of Purchaser’s stockholders to a later date if there are not sufficient votes to approve the stockholders of Merger Agreement or the Company to solicit additional proxies in favor of the approval and adoption (as applicable) issuance of the Merger Agreement and any actions related theretoConsideration, and (iiiC) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Purchaser contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (52) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger or the issuance of the Merger Consideration; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and, to the extent the Stockholder serves as a member of the board of directors or as an officer of Purchaser, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Stockholder solely in the membership Stockholder’s capacity as such a director or officer and not in violation of the Company BoardMerger Agreement. The Stockholder covenants and agrees that, unless approved by Parentexcept for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Beginning on Each Stockholder hereby agrees, severally and not jointly, that from and after the date hereof and until the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) a Company Adverse Recommendation Change unrelated to a Takeover Proposal (such earliest occurrence being the "Expiration Date, each Time") to vote or cause to be voted all Shares Beneficially Owned by such Stockholder hereby irrevocably at the time of any vote to approve and unconditionally agrees that adopt the Merger Agreement and any other agreements contemplated thereby and any actions directly related thereto at any meeting of the stockholders of the Company, however called, Company and at any adjournment thereofthereof (a "Stockholder Meeting"), at which the such Merger Agreement and such other related agreements (or any amended version thereof, other than any amendment which reduces the purchase price, approved by the board of directors of the Company) or the Transactions, such other actions are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause pursuant to be voted), action by written consent in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time lieu of any such meeting). Each Stockholder hereby agrees that, until the Expiration Time, he or she will not vote (i) any Shares in favor of the approval and adoption of any (as applicablei) of the Merger Agreement and any actions related theretoTakeover Proposal, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-winding up of the Company or any other extraordinary transaction involving the Company not contemplated by the Merger Agreement or (iii) corporate action (other than an adjournment of the Stockholder Meeting which is recommended by the Board of Directors of the Company, (3) action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation consummation, of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this transactions contemplated by the Merger Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Company Meeting and (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause all of his, her or its Subject Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired beneficial or record ownership after the date hereof and the power to vote or direct the voting of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Company’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and in favor of any actions related theretoadvisory, non-binding compensation proposal set forth in the Joint Proxy Statement and submitted to the shareholders of the Company in connection with the Merger, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Shareholder in his or her capacity as a shareholder and, to the extent the Shareholder serves as a member of the board of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Shareholder solely in the membership Shareholder’s capacity as such a director or officer and not in violation of the Company BoardMerger Agreement. For the avoidance of doubt, unless approved the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself, herself or itself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights such Shareholder has in such shareholder entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Beginning on the date hereof 4.1 The Investor hereby agrees that, until the Expiration Lockup Date, each Stockholder hereby irrevocably (A) without prejudice to the rights of the Investor set forth in clause (B), the Investor shall not, and unconditionally agrees shall cause its Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any action with respect to the Company or its Subsidiaries (as defined in the Share Purchase Agreement) (including without limitation any merger, consolidation, business combination, tender or exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of the stockholders shareholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement or postponement thereof (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companya “Company Shareholders’ Meeting”), or in any other circumstance in circumstances upon which the vote a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the stockholders of Company: (i) the Company is sought, each Stockholder Investor shall, in each case to the fullest extent that and shall cause its Subject Shares are entitled to vote thereonAffiliates who hold any Company Securities to, (a) appear at such meeting Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Subject Shares Affiliates to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (bii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote (or and cause to be votedvoted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), in person or by proxy, all Subject Shares that (x) to the extent such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Securities may be voted on such matter and (iiiy) against other than with respect to any such matter (1) Acquisition Proposalthat relates to a transaction between the Company, (2) reorganizationon the one hand, recapitalization, liquidation or winding-up and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other extraordinary transaction involving hand, (2) that relates to the Companydisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Purchase Agreement), taken as a whole, or (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in constitutes a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in applicable Law by the membership of the Company Board, unless approved by ParentCompany.

Voting Agreement. Beginning on Each Stockholder hereby agrees, severally and not jointly, that from and after the date hereof and until the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) a Company Adverse Recommendation Change unrelated to a Takeover Proposal (such earliest occurrence being the “Expiration Date, each Time”) to vote or cause to be voted all Shares Beneficially Owned by such Stockholder hereby irrevocably at the time of any vote to approve and unconditionally agrees that adopt the Merger Agreement and any other agreements contemplated thereby and any actions directly related thereto at any meeting of the stockholders of the Company, however called, Company and at any adjournment thereofthereof (a “Stockholder Meeting”), at which the such Merger Agreement and such other related agreements (or any amended version thereof, other than any amendment which reduces the purchase price, approved by the board of directors of the Company) or the Transactions, such other actions are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause pursuant to be voted), action by written consent in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time lieu of any such meeting). Each Stockholder hereby agrees that, until the Expiration Time, he or she will not vote (i) any Shares in favor of the approval and adoption of any (as applicablei) of the Merger Agreement and any actions related theretoTakeover Proposal, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-winding up of the Company or any other extraordinary transaction involving the Company not contemplated by the Merger Agreement or (iii) corporate action (other than an adjournment of the Stockholder Meeting which is recommended by the Board of Directors of the Company, (3) action or agreement the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation consummation, of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this transactions contemplated by the Merger Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (such period, each Stockholder hereby irrevocably and unconditionally the “Support Period”), the Director agrees that at any shareholder meeting of the stockholders Company to approve the principal terms of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companyrelated transaction, or any adjournment or postponement thereof, the Director shall be present (in any other circumstance in which the vote person or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (aby proxy) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) and shall vote (or cause to be voted)) all shares of capital stock of the Company, in person owned of record or beneficially, directly or indirectly, by proxythe Director, all Subject Shares that such Stockholder is entitled to vote at the time of any vote such meeting (itogether, “Owned Shares”): (a) in favor of approval of (1) the approval and adoption (as applicable) principal terms of the Merger Agreement and any actions related theretothe transactions contemplated thereby, (ii2) in favor of any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (3) any proposal to adjourn or postpone such meeting to a meeting of later date if there are not sufficient votes to approve the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) principal terms of the Merger Agreement and any actions related thereto, Agreement; and (iiib) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement submitted for approval to the shareholders of the Company that would reasonably be expected to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained the Company under the Merger Agreement, (2) result in this Agreementany of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (3) be in competition with or opposition to the Merger Agreement or the Merger, (4) be a Company Acquisition Proposal, or (5) any change in impair the membership ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement; provided, that the foregoing applies solely to the Director in his or her capacity as a shareholder of the Company, and nothing in this Agreement shall prevent the Director from discharging his or her fiduciary duties with respect to his or her role on the Company Board, unless approved by Parent.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that to (a) appear, or cause the holder of record on any applicable record date (the "Record Holder") to appear for the purpose of obtaining a quorum at any annual or special meeting of the stockholders of the Company, however called, Company and at any adjournment thereof, thereof at which matters relating to the Merger, the Merger Agreement (or any amended version thereof) or the Transactions, transaction contemplated thereby are submitted for the consideration considered and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (vote, or cause the Record Holder to be voted)vote, in person or by proxy, all Subject Shares that of the shares of Company Stock owned by Stockholder, or with respect to which such Stockholder is entitled has or shares voting power or control, and all of the shares of Company Stock which shall, or with respect to vote at which voting power or control shall, hereafter be acquired by Stockholder (collectively, the time of any vote "Shares") (i) in favor of the approval and adoption (as applicable) of Merger, the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of transactions contemplated by the Merger Agreement and any actions related thereto, and (iiiii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up amendment of the Company Company's certificate of incorporation or any by-laws or other extraordinary proposal or transaction involving the Company, (3) action or agreement the consummation of which would be reasonably be expected likely to impede, frustrate, prevent or delay nullify the consummation Merger, the Merger Agreement or any of the Transactions, (4) other transactions contemplated by the Merger Agreement or change in any action or agreement that would reasonably be expected to result in a material breach or violation manner the voting rights of any covenant, representation class of Company Stock. In the event written consents are solicited or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership otherwise sought from stockholders of the Company Boardwith respect to approval or adoption of the Merger Agreement, with respect to the approval of the Merger or with respect to any of the other actions contemplated by the Merger Agreement, Stockholder shall (unless approved otherwise directed by ParentBuyer) execute, or cause the Record Holder to execute, with respect to all Shares, a written consent or written consents to such proposed action.

Voting Agreement. Beginning on Each member of the Sponsor Group hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company’s shareholders (including any Company Shareholder Meeting), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval action proposed to be taken by written consent of the stockholders shareholders of the Company is soughtCompany, each Stockholder shall, it shall appear (in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (aperson or by proxy) appear at such meeting of the Company’s shareholders (including the Company Shareholder Meeting), or otherwise any adjournment or postponement thereof, in accordance with the Company Bylaws and cause its all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted) all of the Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s shareholders, deliver to the Company (or cause to be delivered) a duly executed affirmative written consent in favor of (to the extent applicable), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Shareholder Meeting to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the Mergers on the date on which such Company Shareholders Meeting is held and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected is required to prevent or delay ensure the timely consummation of the TransactionsMergers; provided that the members of the Sponsor Group shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4iii) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the Closing and (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s shareholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares and all other shares of Common Stock or voting securities, over which he or she has acquired beneficial or record ownership and the power to vote or direct the voting thereof, after the 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 to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the Transactions, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Company’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and in favor of any actions related theretoadvisory, non-binding compensation proposal set forth in the Joint Proxy Statement and submitted to the shareholders of the Company in connection with the Merger, (C) against any action or proposal in favor of an Acquisition Proposal or Alternative Transaction, without regard to the terms of such Acquisition Proposal or Alternative Transaction, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalizationtransaction, liquidation agreement or winding-up amendment of the Company Articles of Incorporation or any other extraordinary transaction involving the CompanyCompany Bylaws, (3) action or agreement the consummation of in each case, which would reasonably be expected likely to prevent or delay the consummation of the Transactions, (41) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) any change in prevent, materially impede or materially delay the membership consummation of the Company BoardTransactions, unless approved including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder, trustee or similar capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights he or she has in such shareholder entity to carry out the intent and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement or any proxy submitted in connection with the Company’s annual shareholder meeting scheduled to be held on May 25, 2017.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Parent Meeting and (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally agrees hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders of the CompanyParent’s shareholders, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in connection with any other circumstance in which written consent of Parent’s shareholders, the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause all of his, her or its Subject Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired beneficial or record ownership after the date hereof and the power to vote or direct the voting of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption of (as applicableI) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger and the issuance of the Stock Consideration, and (II) the Articles Amendment, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of the Company Parent’s shareholders to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to approve the Merger Agreement and any actions related theretoor the Articles Amendment, and (iiiC) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder Parent contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Shareholder in his or her capacity as a shareholder and, to the extent the Shareholder serves as a member of the board of directors or as an officer of Parent, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Shareholder solely in the membership Shareholder’s capacity as such a director or officer and not in violation of the Company BoardMerger Agreement. For the avoidance of doubt, unless approved the foregoing commitments apply to any Shares held by Parentany trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself, herself or itself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other determination rights such Shareholder has in such shareholder entity to carry out the intent and purposes of his, her or its support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Beginning on the date hereof until Until the Expiration DateTime, at every meeting of the Company’s stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting shall vote (including via proxy) all of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject such Stockholder’s Covered Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled the holder of record on any applicable record date to vote at the time (including via proxy) all of any vote such Stockholder’s Covered Shares) (ia) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the other transactions contemplated by the Merger Agreement; and (iiib) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach any of the conditions to the Company’s obligations set forth in Section 7.1 or violation Section 7.2 under the Merger Agreement not being satisfied and (2) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement (clauses (a) and (b), the “Covered Proposals”). For the avoidance of doubt, nothing in this Agreement shall require any Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any covenantaction that would reasonably be expected to result in the amendment, representation modification or warranty waiver of a provision of the Merger Agreement, in any such case, in a manner that (a) decreases the Per Share Price or changes the form of the merger consideration payable to stockholders of the Company; (b) imposes any material restrictions or any other obligation additional material conditions on the consummation of such Stockholder contained the Merger or the payment of the Per Share Price to stockholders of the Company; or (c) extends the Termination Date. Except as expressly set forth in this AgreementSection 3.1, no Stockholder shall be restricted from voting in any manner with respect to any other matters presented or (5) any change in submitted to the membership stockholders of the Company Board, unless approved by ParentCompany.

Voting Agreement. Beginning on The Shareholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders shareholders of the Company, however called, and at any every adjournment thereofor postponement thereof (a "Company Shareholders' Meeting"), at which the Merger Agreement he shall (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (ai) appear at such the meeting or otherwise cause its Subject Shares his Owned Stock, together with any Company Common Stock acquired by the Shareholder after the date of this Agreement (the Shareholder's acquired shares, together with the Shareholder's Owned Stock, are referred to herein as the Shareholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, his Shares, or cause his Shares to be voted), or consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement Agreement, and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, his Shares, or cause his Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (1or any of them) would constitute an Acquisition ProposalProposal (collectively, "Alternative Transactions") or (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Transactions, (4) any action Merger or agreement that would reasonably be expected to result in a material breach the other transactions contemplated by the Merger Agreement or violation the consummation of any covenant, representation or warranty or any other obligation of such Stockholder contained in the transactions contemplated by this Agreement, or (5) any change in any manner the membership voting rights of the Company BoardCommon Stock (collectively, unless approved by Parent"Frustrating Transactions") presented to the shareholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Shareholder is requested or sought.

Voting Agreement. Beginning on Each Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 5 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Buyer (or any amended version adjournment or postponement thereof) or the Transactions(a “Stockholder Meeting”), are submitted for the consideration and vote in any action by written consent of the stockholders of the CompanyBuyer requested by the Buyer’s Board of Directors or undertaken as contemplated by the Transactions, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder such Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif a Stockholder Meeting is held, (a) appear at such meeting Stockholder Meeting, in person or by proxy, or otherwise cause all of its Subject Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented) (which shall include, for the avoidance of doubt, any consent in writing (to the extent applicable)), in person or by proxyproxy (if a Stockholder Meeting) or by written consent (if an action by written consent), all Subject of its Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and approval of the Transactions (including the Mergers and any actions related theretorequired in furtherance thereof), (ii) in favor of the issuance of shares of Class A Common Stock and Class B Common Stock of the Buyer (including the Earnout Shares) in connection with the Transactions and under the Subscription Agreements (including as may be required by the Stock Exchange listing requirements), (iii) in favor of the amendment and restatement of (A) the A&R Buyer Certificate of Incorporation in the form of the Second A&R Buyer Certificate of Incorporation attached as Exhibit D to the Business Combination Agreement and (B) the Buyer Bylaws in the form of the A&R Buyer Bylaws attached as Exhibit E to the Business Combination Agreement, (iv) in favor of the approval of the adoption of the EIP, (v) in favor of any other proposals the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions, (vi) in favor of any proposal to adjourn or postpone the applicable Stockholder Meeting to a meeting later date if (and only if) there are not sufficient votes for approval of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and any actions related theretothe other Buyer Shareholder Voting Matters on the dates on which such Stockholder Meeting is held, and (iiivii) against the following actions or proposals: (A) any Competing Transaction in respect of the Buyer or any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement, (B) any action or proposal that would result in a breach of any representation, warranty, covenant, obligation or agreement of the Buyer contained in the Business Combination Agreement, and (C) (1) Acquisition Proposalany change in the present capitalization of the Buyer or any amendment of the A&R Buyer Certificate of Incorporation or Buyer Bylaws, except to the extent expressly contemplated by the Business Combination Agreement or approved by the prior written consent of the Company, (2) reorganization, recapitalization, any liquidation or winding-up of dissolution or other change in the Company or any other extraordinary transaction involving the CompanyBuyer’s corporate structure, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsany action, (4) any action proposal, transaction or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (54) any change other action or proposal involving the Buyer or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. The obligations of each Holder specified in this Section 1.1 shall apply whether or not the membership Blocker Merger, Buyer Merger, Company Merger, any of the Transactions or any action described above is recommended by the Buyer’s Board of Directors. If any Holder is the beneficial owner, but not the registered holder, of the Covered Shares, such Holder agrees to take all actions necessary or requested by the Company Board, unless approved by Parentto cause the registered holder and any nominees to vote all of the Covered Shares in accordance with the terms of this Agreement.

Voting Agreement. Beginning on the date hereof 4.1 The Investor hereby agrees that, until the Expiration Lockup Date, each Stockholder hereby irrevocably (A) without prejudice to the rights of the Investor set forth in clause (B), the Investor shall not, and unconditionally agrees shall cause its Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any action with respect to the Company or its Subsidiaries (as defined in the Share Subscription Agreement) (including without limitation any merger, consolidation, business combination, tender or exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of the stockholders shareholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement or postponement thereof (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companya “Company Shareholders’ Meeting”), or in any other circumstance in circumstances upon which the vote a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the stockholders of Company: (i) the Company is sought, each Stockholder Investor shall, in each case to the fullest extent that and shall cause its Subject Shares are entitled to vote thereonAffiliates who hold any Company Securities to, (a) appear at such meeting Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Subject Shares Affiliates to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (bii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote (or and cause to be votedvoted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), in person or by proxy, all Subject Shares that (x) to the extent such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Securities may be voted on such matter and (iiiy) against other than with respect to any such matter (1) Acquisition Proposalthat relates to a transaction between the Company, (2) reorganizationon the one hand, recapitalization, liquidation or winding-up and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other extraordinary transaction involving hand, (2) that relates to the Companydisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Subscription Agreement), taken as a whole, or (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in constitutes a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in applicable Law by the membership of the Company Board, unless approved by ParentCompany.

Voting Agreement. Beginning on the date hereof 4.1 The Investor hereby agrees that, until the Expiration Lockup Date, each Stockholder hereby irrevocably (A) without prejudice to the rights of the Investor set forth in clause (B), the Investor shall not, and unconditionally agrees shall cause its Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any action with respect to the Company or its Subsidiaries (as defined in the Share Purchase Agreement) (including without limitation any merger, consolidation, business combination, tender or exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of the stockholders shareholders of the Company, however called, and or at any adjournment thereof, at which the Merger Agreement or postponement thereof (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companya “Company Shareholders’ Meeting”), or in any other circumstance in circumstances upon which the vote a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the stockholders of Company: (i) the Company is sought, each Stockholder Investor shall, in each case to the fullest extent that and shall cause its Subject Shares are entitled to vote thereonAffiliates who hold any Company Securities to, (a) appear at such meeting Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Subject Shares Affiliates to be counted as present thereat for purposes the purpose of calculating establishing a quorumquorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (bii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote (or and cause to be votedvoted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), in person or by proxy, all Subject Shares that (x) to the extent such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Securities may be voted on such matter and (iiiy) against other than with respect to any such matter (1) Acquisition Proposalthat relates to a transaction between the Company, (2) reorganizationon the one hand, recapitalization, liquidation or winding-up and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other extraordinary transaction involving hand, (2) that relates to the Companydisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Purchase Agreement), taken as a whole, or (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in constitutes a material breach or violation of any covenantapplicable Law by the Company. The Parties agree that, representation or warranty or any other obligation upon execution of such Stockholder contained in this Agreement, or (5) any change in the membership Section 11 of the confidentiality agreement, dated as of August 23, 2018, by and between the Company Boardand Hxxxxxxxx Capital Management, unless approved by ParentLtd. shall automatically terminate and be of no further force and effect.

Voting Agreement. Beginning on The Stockholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the CompanyCompany (a "Company Stockholders' Meeting"), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (and on every action or any amended version thereof) or the Transactions, are submitted for the consideration and vote approval by written consent of the stockholders shareholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, she shall (ai) appear at such the meeting or otherwise cause its Subject Shares her Owned Shares, together with any Company Common Stock and any Company Preferred Stock acquired by the Stockholder after the date of this Agreement whether upon the exercise of Stock Options or otherwise (the Stockholder's acquired shares, together with the Stockholder's Owned Shares, are referred to herein as the Stockholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, her Shares, or cause her Shares to be voted), or consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement Asset Purchase Agreement, and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, her Shares, or cause her Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (1or any of them) Acquisition Proposalwould constitute a Takeover Proposal (collectively, "Alternative Transactions"), (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the transactions contemplated by the Asset Purchase Agreement or this Agreement or to deprive Honeywell of any material portion of the benefits anticipated by Honeywell to be received from the consummation of the transactions contemplated by the Asset Purchase Agreement or this Agreement, or change in any manner the voting rights of the Company Common Stock or the Company Preferred Stock (collectively, "Frustrating Transactions, ") presented to the Stockholders of the Company (4regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote of consent of the Stockholder is requested or sought and (C) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenantrepresentation, representation warrant, covenant or warranty agreement or any other obligation of such Stockholder contained in this Agreement, the Company under the Asset Purchase Agreement or (5) any change in the membership of the Company Board, unless approved by ParentStockholder hereunder.

Voting Agreement. Beginning on Each Stockholder hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each such Stockholder hereby irrevocably and unconditionally agrees that shall appear (in person or by proxy) at any meeting of the stockholders of the Company’s stockholders, however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote cause all of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Attributed Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted), in person or by proxy, ) all of its Attributed Subject Shares that such Stockholder in favor of, or, solely in the case of clause (a) if action is entitled to vote at be taken by written consent in lieu of a meeting of the time of any vote (i) Company’s Stockholders, deliver to the Company a duly executed affirmative written consent in favor of (to the approval and extent applicable), (a) the adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (iib) in favor of any proposal to adjourn a any meeting of the Company’s stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and the approval of the Merger if there are not sufficient votes to adopt the Merger Agreement and approve the Merger on the date on which any actions related theretosuch Company’s Stockholders meeting is held, and (iiic) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected to prevent or delay is included in any proxy statement soliciting proxies for the consummation approval of the TransactionsMerger; provided that such Stockholders shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4c) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 4 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called meeting of the stockholders shareholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement SPAC (or any amended version adjournment or postponement thereof) ), and in any action by written resolution of the shareholders of SPAC requested by the SPAC Board or undertaken as contemplated by the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif such a meeting of shareholders is held, (a) appear at such meeting meeting, in person or by proxy, or otherwise cause its Subject all of the Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented), in person or by proxyproxy or consent, all Subject of the Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and approval of the Transactions (and any actions related theretorequired in furtherance thereof), (ii) in favor of the Required SPAC Proposals set forth in the Proxy Statement, (iii) for any proposal to adjourn or postpone the applicable meeting to a meeting later date if (and only if) there are not sufficient votes for approval of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and any actions other Required SPAC Proposals related theretothereto as set forth in the Proxy Statement on the date on which such meeting is held, and (iiiiv) against the following actions or proposals: (A) any SPAC Alternative Transaction or any proposal in opposition to approval of the Business Combination Agreement or the other Required SPAC Proposals or in competition with or inconsistent with the Business Combination Agreement; (B) (1) Acquisition any change in the present dividend policy or capitalization of SPAC or any amendment to the SPAC Articles of Association, except to the extent expressly contemplated by the Business Combination Agreement or any Required SPAC Proposal, (2) reorganizationany liquidation, recapitalizationdissolution or other change in SPAC’s corporate structure or business, liquidation or winding-up of except to the Company extent expressly contemplated by the Business Combination Agreement or any other extraordinary transaction involving the CompanyRequired SPAC Proposal, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsany action, (4) any action proposal, transaction or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (54) any change other action or proposal involving SPAC or any of its subsidiaries that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions; and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of SPAC contained in the membership Business Combination Agreement. The obligations of Holder specified in this Section 1.1 shall apply whether or not any of the Company Board, unless approved Transactions or any action described above is recommended by Parentthe SPAC Board or any committee thereof.

Voting Agreement. Beginning on (a) During the date hereof until Support Period, the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company, or in ’s stockholders with respect to any other circumstance in which the vote or other approval of the stockholders of matters set forth in clause (ii) below, if applicable, the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its all of the Stockholder’s Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all the Stockholder’s Subject Shares that such Stockholder is entitled to vote at the time of any vote thereat, as applicable, (iA) in favor of (“for”) (1) the approval and adoption (as applicable) of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that increases the Per Share Merger Consideration (without changing the form of consideration and without extending the End Date or imposing any actions related thereto, additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or impede the consummation of the Merger by the End Date) and (ii2) in favor the approval of any proposal to adjourn a or postpone such meeting of the Company’s stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of a later date if there are not sufficient votes to adopt the Merger Agreement and (B) against (1) any actions related theretoaction or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iii) against any (1) Acquisition Proposal, (2) reorganizationany action, recapitalizationproposal, liquidation transaction, agreement or winding-up amendment of the Company or any other extraordinary transaction involving the CompanyGoverning Documents, in each case of this clause (3B) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4x) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of the Stockholder contained in this AgreementAgreement or (y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the Transactions, including the Merger. The Stockholder covenants and agrees that, (x) except for this Agreement the Stockholder shall not enter into, during the Support Period, any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, the Stockholder shall not grant, during the Support Period, a proxy, consent or power of attorney with respect to any Subject Shares, or (5z) during the Support Period, the Stockholder shall not take (or knowingly refrain from taking) any change other action with respect to the Subject Shares or the Stockholder, in the membership case of each of clauses (x), (y) and (z), except as would not, individually or in the Company Boardaggregate, unless approved reasonably be expected to restrict in any material respect, prohibit, impair in any material respect or materially delay the performance by Parentthe Stockholder of his obligations under this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the Closing Date and (b) the date of termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally hereby agrees that that, at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders (the applicable record date for such shareholder meeting or consent, or in any other circumstance in which the vote or other approval of “Determination Date”), the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause its Subject all of the Covered Shares which he or she owns as of the applicable Determination Date to be counted as present thereat for purposes of calculating a quorum, quorum and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Covered Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of Company’s shareholders to a later date if there are not sufficient votes to approve the Company to solicit additional proxies Merger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the approval and adoption (as applicable) terms of the Merger Agreement and any actions related theretosuch Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, materially impede or materially delay the Company’s or Purchaser’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided that the foregoing applies solely to the Shareholder in his or her capacity as a shareholder or as a trustee or a limited general partner in any change entity holding Covered Shares, and, to the extent the Shareholder serves as a member of the Board of Directors or as an officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the Shareholder in the membership Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or shall be construed to prohibit, limit or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as a director or officer to the Company Boardor its shareholders. For the avoidance of doubt, unless approved the foregoing commitments apply to any Covered Shares held by Parentany trust, limited partnership or other entity holding Covered Shares for which the Shareholder serves as trustee, a partner, shareholder or in a similar capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of any such entity holding Covered Shares, the Shareholder agrees to exercise all voting or other determination rights he or she has in such entity to carry out the intents and purposes of his or her support and voting obligations in this Section 2 and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Covered Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Covered Shares except any proxy to carry out the intent of this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby the Shareholder irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s shareholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, Shareholder shall (ai) appear at such meeting or otherwise cause its Subject Shares all of the Existing Shares, and other shares of Company Common Stock over which he or she has acquired beneficial ownership and sole voting power (as such terms are used in Rule 13d-3 of the Exchange Act) after the date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company 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 he or she beneficially owns and with respect to which he or she has sole voting power (as such terms are used in Rule 13d-3 of the Exchange Act) as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, quorum and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the stockholders of Company’s shareholders to a later date if there are insufficient votes to adopt the Company to solicit additional proxies Merger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the approval and adoption (as applicable) terms of the Merger Agreement and any actions related theretosuch Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (52) prevent, materially impede or materially delay the Company’s or the Purchaser’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Shareholder in his or her capacity as a shareholder and, to the extent the Shareholder serves as a member of the Board of Directors of the Company, nothing in this Agreement shall limit or affect any change actions or omissions taken by the Shareholder in the membership Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or shall be construed to prohibit, limit or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as a director or officer to the Company or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by a trust (subject to the Shareholder’s fiduciary duties as trustee), limited partnership or other entity holding Shares as to which the Shareholder beneficially owns and has sole voting power (as such terms are used in Rule 13d-3 of the Company BoardExchange Act). To the extent the Shareholder does not have sole voting power, unless approved by Parenthimself or herself, of such shareholder entity, the Shareholder agrees to exercise all voting rights he or she has in such shareholder entity to carry out the intents and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement.

Voting Agreement. Beginning on the date hereof until Until the Expiration DateTime, each at every special or annual meeting of the Company’s stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, the Stockholder hereby irrevocably and unconditionally agrees that at any meeting to cause to be present in person or represented by proxy and to vote (including via proxy) all of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Stockholder’s Covered Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled the holder of record on any applicable record date to vote at the time of any vote (iincluding via proxy) in favor all of the approval and adoption Stockholder’s Covered Shares) (as applicable) of the Merger Agreement and any actions related thereto, (iia) in favor of any proposal to approve the Conversion and the Amendment (collectively, the “Relevant Matters”); (b) in favor of any proposal to postpone or adjourn a meeting of the at which there is a proposal for stockholders of the Company to solicit additional proxies approve the Relevant Matters to a later date if there are not sufficient votes to approve the Relevant Matters or if there are not sufficient Common Shares present in favor person or represented by proxy at such meeting to constitute a quorum, in each case, so long as such postponement or adjournment is effected in accordance with the terms of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, Investment Agreement; and (iiic) against any (1) Acquisition Proposalagreement, (2) reorganizationtransaction or other matter that is intended to, recapitalizationwould, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionsto, (4i) any action impede, postpone, materially adversely affect or agreement that would reasonably be expected to interfere with the Relevant Matters or otherwise obtaining the Required Issuer Stockholder Approval, or (ii) result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in the membership agreement of the Company Boardunder the Investment Agreement, unless approved the Certificate of Designation, the Registration Rights Agreement or the Investor Rights Agreement or of the Stockholder under this Agreement. The obligations of the Stockholder specified in this Section 2.1 shall apply whether or not the Relevant Matters or any other transactions contemplated by Parentthe Investment Agreement are recommended by the Company’s Board of Directors and irrespective, for the avoidance of doubt, of any change of recommendation by the Company’s Board of Directors or any committee thereof.

Voting Agreement. Beginning on Each Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 4 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Issuer (or any amended version adjournment or postponement thereof) or the Transactions), are submitted for the consideration and vote in any action by written consent of the stockholders of the CompanyIssuer requested by the Issuer’s board of directors or undertaken as contemplated by the Transactions, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder such Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif a meeting is held, (a) appear at such meeting the meeting, in person or by proxy, or otherwise cause all of its Subject Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented), in person or by proxy, all Subject of its Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and approval of the Transactions (and any actions related theretorequired in furtherance thereof), (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of the Issuer contained in the Merger Agreement, (iii) in favor of any other proposals set forth in the Issuer’s proxy statement to be filed by the Issuer with the SEC relating to the Transactions (including any proxy supplements thereto, the “Proxy Statement”), (iv) for any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (A) there are not sufficient votes for approval of the Merger Agreement and any other proposals related thereto as set forth in the Proxy Statement on the dates on which such meetings are held or (B) the closing condition in Section 10.03(c) of the Merger Agreement has not been satisfied, and (v) except as set forth in the Proxy Statement, against the following actions or proposals: (A) any Business Combination Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement; and (B) (1) any change in the present capitalization of the Issuer or any amendment of the Certificate of Incorporation, except to the extent expressly contemplated by the Merger Agreement, (2) any liquidation, dissolution or other change in the Issuer’s corporate structure or business, (3) any action, proposal, transaction or agreement that would result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (54) any change other action or proposal involving the Issuer or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. The obligations of Holders specified in this Section 1 shall apply whether or not the membership Merger, any of the Company Board, unless approved Transactions or any action described above is recommended by Parentthe Issuer’s board of directors.

Voting Agreement. Beginning on the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally agrees that at any At every annual or special meeting of the stockholders of the Company, however called, and at including any adjournment or postponement thereof, at which the Merger Agreement (or and in connection with any amended version thereof) or the Transactions, are submitted for the consideration and vote action proposed to be taken by written consent of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shallhereby irrevocably and unconditionally agrees to, in each case to the fullest extent that its the Stockholder’s Subject Shares are entitled to vote or consent thereon, : (a) appear at each such meeting or otherwise cause its all of the Stockholder’s Subject Shares to be counted as present thereat for purposes of calculating determining a quorum, ; and (b) be present (in person or by proxy) and vote (or cause to be voted), in person or by proxydeliver (or cause to be delivered) a written consent with respect to, all of the Stockholder’s Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and (x) adoption (as applicable) of the Merger Agreement and approving any actions related theretoother matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger and (iiy) any action by the Company in furtherance of the foregoing, including in favor of any proposal to adjourn a or postpone any meeting of the stockholders of the Company to solicit additional proxies in favor at which any of the approval foregoing matters are submitted for consideration and adoption (as applicable) vote of the Merger Agreement and stockholders of the Company to a later date if there is not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any actions related thereto, and of the foregoing matters; (iiiii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement Contract that would reasonably be expected to (A) result in a material breach or violation of any covenant, representation or warranty or any other obligation of such the Stockholder contained in this Agreement, (B) result in any of the conditions set forth in Article 9 of the Merger Agreement not being satisfied on or before the End Date or (5C) impede, interfere with, delay, discourage, postpone or adversely affect the Merger or any change in the membership of the other transactions contemplated by the Merger Agreement or this Agreement; and (iii) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or that is inconsistent with the Merger or matters contemplated by the Merger Agreement. The Stockholder shall provide the Company Board, unless approved with at least five Business Days’ written notice prior to signing any action proposed to be taken by Parentwritten consent with respect to any Subject Shares.

Voting Agreement. Beginning on Stockholder hereby agrees that, from and after the date hereof and until the Expiration Dateearlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, each Stockholder hereby irrevocably and unconditionally agrees that the "TERMINATION DATE"), at any meeting of the stockholders of the CompanyCompany Stockholders, however called, and at any every adjournment or postponement thereof, at which it will cause the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present (or absent if requested by Parent or Acquisition Sub) thereat for purposes of calculating establishing a quorumquorum and to vote or consent and that at any meeting of Company Stockholders, (b) however called, and in any action by consent of the Company Stockholders, Stockholder shall vote (or cause to be voted), in person voted or by proxy, execute a consent with respect to) all of the Subject Shares that such Stockholder is entitled to vote at the time of any vote Securities (ia) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe terms thereof, (ii) in favor of any proposal to adjourn a meeting of the stockholders of Merger and all the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of transactions contemplated by the Merger Agreement and any actions related thereto, this Agreement and otherwise in such manner as may be necessary to consummate the Merger; (iiib) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of Stockholder contained in this Agreement; and (1c) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal, other than a Superior Proposal (2as each such term is defined in the Merger Agreement)) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would could reasonably be expected to result in a material breach any of the conditions to the Offer or violation of any covenantto the Company's obligations under the Merger Agreement not being fulfilled or that is intended, representation or warranty could reasonably be expected, to impede, interfere, delay, discourage or any other obligation of such Stockholder contained in adversely affect the Merger Agreement, the Offer, the Merger or this Agreement, or (5) any change . Any vote by Stockholder that is not in the membership of the Company Board, unless approved by Parentaccordance with this SECTION 3.01 shall be considered null and void.

Voting Agreement. Beginning on The Stockholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the CompanyCompany (a "Company Stockholders' Meeting"), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement he, she or it shall (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (ai) appear at such the meeting or otherwise cause his, her or its Subject Shares Owned Stock, together with any Company Common Stock acquired by the Stockholder after the date of this Agreement whether upon the exercise of Stock Options or otherwise (the Stockholder's acquired shares, together with the Stockholder's Owned Stock, are referred to herein as the Stockholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted), or 2 consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement (including any revised or amended Merger Agreement which is more favorable to the Stockholder from a financial point of view), and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (1or any of them) Acquisition Proposalwould constitute a Takeover Proposal (collectively, "Alternative Transactions") or (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Transactions, (4) any action Merger or agreement that would reasonably be expected to result in a material breach the other transactions contemplated by the Merger Agreement or violation the consummation of any covenant, representation or warranty or any other obligation of such Stockholder contained in the transactions contemplated by this Agreement, or (5) any change in any manner the membership voting rights of the Company BoardCommon Stock (collectively, unless approved "Frustrating Transactions") presented to the Stockholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Stockholder is requested or sought. Notwithstanding any provision in this Agreement to the contrary, in no event will the Stockholder be required to exercise any options, warrants or other common equivalents held by Parentthe Stockholder in order to satisfy any obligation under this Agreement.

Voting Agreement. Beginning on the date hereof until the Expiration DateSubject to Section 3 below, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted) all of its shares of capital stock of the Company as is indicated on Exhibit A and all other shares of capital stock of the Company now owned or hereafter acquired, or which Stockholder may be empowered to vote (the "SHARES"), in person from time to time and at all times, whether at an annual or special meeting of the Company's stockholders, or upon an action by proxywritten consent, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (ia) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactionstransactions contemplated therein, including the Merger, (4b) against any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation of such Stockholder contained in this the Company and infoUSA under the Merger Agreement, or and (5c) except as otherwise agreed to in writing in advance by the Company (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (i) any Acquisition Proposal, (ii) any change in the membership board of directors of the Company Boardother than in connection with the Merger, unless approved (iii) any amendment of the Company's certificate of incorporation other than in connection with the Merger, or (iv) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to the Company of the Merger and the other transactions contemplated by Parentthe Merger Agreement. Stockholder shall not enter into any agreement or understanding, whether oral or written, with any person or entity prior to the termination of this Agreement to vote thereafter in a manner inconsistent with this Section 1.

Voting Agreement. Beginning on From the date hereof until the Expiration Datetermination of this Agreement in accordance with its terms (the “Support Period”), each Stockholder hereby irrevocably and unconditionally hereby agrees that at any meeting of the stockholders (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s stockholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its Subject all of their Existing Shares (as defined below), and all other Company Common Stock over which they have acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof and prior to the applicable record date (together with the Existing Shares, the “Shares”) to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject Shares that such Stockholder is entitled to vote at the time of any vote their Shares: (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe consummation of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement and submitted to the stockholders of the Company to solicit additional proxies in connection with the Merger, (D) against any action or proposal in favor of any Competing Proposal, (E) against any action or proposal that could reasonably be expected to interfere with or delay the approval and adoption (as applicable) timely consummation of the Merger Agreement and any actions related thereto, and (iiiF) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving amendments to the Company, (3) action or agreement the consummation of which ’s and its Subsidiaries’ organizational documents if such amendment would reasonably be expected to prevent or delay the consummation of the TransactionsClosing. Each Stockholder covenants and agrees that, (4) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in except for this Agreement, they have not entered into, and shall not enter into during the Support Period, any voting agreement or (5) any change in the membership of the Company Board, unless approved by Parentvoting trust with respect to their Shares.

Voting Agreement. Beginning on The Shareholder agrees that, during the date hereof until the Expiration Datetime this Agreement is in effect, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders shareholders of the Company, however called, and at any every adjournment thereofor postponement thereof (a "Company Shareholders' Meeting"), at which the Merger Agreement it shall (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (ai) appear at such the meeting or otherwise cause its Subject Shares Owned Stock, together with any Company Common Stock acquired by the Shareholder after the date of this Agreement (the Shareholder's acquired shares, together with the Shareholder's Owned Stock, are referred to herein as the Shareholder's "Shares"), to be counted as present thereat for purposes of calculating establishing a quorum, (bii) vote (vote, or execute consents in respect of, its Shares, or cause its Shares to be voted), or consents to be executed in person or by proxyrespect thereof, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement Agreement, and any actions related thereto, (ii) action required in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, furtherance thereof and (iii) vote, or execute consents in respect of, its Shares, or cause its Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (1or any of them) would constitute an Acquisition ProposalProposal (collectively, "Alternative Transactions") or (2B) reorganizationany amendment of the Company's Certificate of Incorporation or By-laws or other proposal, recapitalization, liquidation action or winding-up of transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other extraordinary transaction involving the Companyproposal, (3) action or agreement the consummation of which would transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Transactions, (4) any action Merger or agreement that would reasonably be expected to result in a material breach the other transactions contemplated by the Merger Agreement or violation the consummation of any covenant, representation or warranty or any other obligation of such Stockholder contained in the transactions contemplated by this Agreement, or (5) any change in any manner the membership voting rights of the Company BoardCommon Stock (collectively, unless approved by Parent"Frustrating Transactions") presented to the shareholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Shareholder is requested or sought.

Voting Agreement. Beginning on (a) During the date hereof until the Expiration DateSupport Period, each Stockholder hereby irrevocably and unconditionally agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and at in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company, or in ’s stockholders with respect to any other circumstance in which the vote or other approval of the stockholders of the Company is soughtmatters set forth in clause (ii) below, each if applicable, such Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its all of such Stockholder’s Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all such Stockholder’s Subject Shares that such Stockholder is entitled to vote at the time of any vote thereat, as applicable, (iA) in favor of (“for”) (1) the approval and adoption (as applicable) of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that increases the Per Share Merger Consideration (without changing the form of consideration and without extending the End Date or imposing any actions related thereto, additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or impede the consummation of the Merger by the End Date) and (ii2) in favor the approval of any proposal to adjourn a or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, and (B) against (1) any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (2) any action, proposal, transaction, agreement or amendment of the Company to solicit additional proxies Governing Documents, in favor each case of the approval and adoption this clause (as applicableB) of the Merger Agreement and any actions related thereto, and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4x) any action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this AgreementAgreement or (y) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the Transactions, including the Merger. Each Stockholder covenants and agrees that, (x) except for this Agreement such Stockholder shall not enter into, during the Support Period, any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, such Stockholder shall not grant, during the Support Period, a proxy, consent or power of attorney with respect to any Subject Shares, or (5z) during the Support Period, such Stockholder shall not take (or knowingly refrain from taking) any change other action with respect to the Subject Shares or such Stockholder, in the membership case of each of clauses (x), (y) and (z) except as would not, individually or in the Company Boardaggregate, unless approved reasonably be expected to restrict in any material respect, prohibit, impair in any material respect or materially delay the performance by Parentsuch Stockholder of its obligations under this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Company Stockholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each the Stockholder hereby irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, and at or in connection with any adjournment thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders written consent of the Company’s stockholders, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, shall (ai) appear at such meeting or otherwise cause its Subject all of his or her Existing Shares and all other shares of Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote and the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Stock Options or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (together with the Existing Shares, the “Shares”), which such Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn a or postpone such meeting of Company’s stockholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement-Prospectus and submitted to the stockholders of the Company to solicit additional proxies in connection with the Merger, (D) against any action or proposal in favor of an Acquisition Proposal, without regard to the approval and adoption (as applicable) terms of the Merger Agreement and any actions related theretosuch Acquisition Proposal, and (iiiE) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (52) any change prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in the membership his or her capacity as a stockholder of the Company Boardand, unless approved to the extent the Stockholder serves as a member of the board of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by Parentthe Stockholder solely in the Stockholder’s capacity as a director or officer of the Company, provided that such actions or omissions are not in violation of the Merger Agreement. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Beginning on Each Shareholder hereby agrees that, from the date hereof of this Agreement until the Expiration Datetermination of this Agreement in accordance with its terms (the “Covered Period”), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company’s Shareholders (including any Company Shareholder Meeting), however called, and at any every adjournment or postponement thereof, at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval action proposed to be taken by written consent of the stockholders Shareholders of the Company is soughtCompany, each Stockholder shall, such Shareholder shall appear (in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (aperson or by proxy) appear at such meeting of the Company’s Shareholders (including the Company Shareholder Meeting), or otherwise any adjournment or postponement thereof, in accordance with the Company Bylaws and cause its all of the Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) quorum and shall affirmatively vote (or cause to be voted) all of the Subject Shares in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s Shareholders, deliver to the Company a duly executed affirmative written consent in favor of (to the extent applicable), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoAgreement, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company Shareholder Meeting to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the approval of the Mergers if there are not sufficient votes to adopt the Merger Agreement and approve the Mergers on the date on which such Company Shareholders Meeting is held and (iii) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary action, proposal, transaction involving the Company, (3) action or agreement the consummation approval of which would reasonably be expected is required to prevent or delay ensure the timely consummation of the TransactionsMergers; provided that such Shareholders shall have no obligation to consent to or vote in favor of any action, proposal, transaction or agreement pursuant to this clause (4iii) any if the underlying action or agreement that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation of such Stockholder contained in this Agreement, or (5) any change in transaction is not conditioned upon the membership occurrence of the Company Board, unless approved by ParentClosing.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (a) the final adjournment of the Stockholder Meeting or (b) the termination of this Agreement in accordance with its terms (such period of time, each the “Support Period”), the Stockholder hereby irrevocably and unconditionally agrees hereby agrees, that at any meeting of the stockholders of the CompanyStockholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, and at or in connection with any adjournment thereof, at which written consent of Standard’s stockholders to vote upon the Merger Agreement Agreement, the Stockholder shall (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (ai) appear at such meeting the Stockholder Meeting or otherwise cause its Subject all of his or her Existing Shares and all other shares of Standard Common Stock or voting securities of Standard over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Standard Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Standard Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Stockholder beneficially owns or controls as of the applicable record date for the Stockholder Meeting, to be counted as present thereat for purposes of calculating a quorum, (bii) vote (or cause to be voted)voted (including by proxy or written consent, in person or by proxy, if applicable) all Subject such Shares that such Stockholder is entitled to vote at the time of any vote (iA) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe approval of the transactions contemplated thereby, including the Merger, (iiB) in favor of any proposal to adjourn or postpone the Stockholder Meeting to a meeting of later date if there are not sufficient votes to approve the stockholders of the Company to solicit additional proxies Merger Agreement, (C) against any action or proposal in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related theretoan Acquisition Proposal, and (iiiD) against any (1) Acquisition Proposalaction, (2) reorganizationproposal, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected likely to (1) result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Standard contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (52) any change prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) not disparage Dollar or the transactions contemplated by the Merger Agreement or discourage other stockholders of Standard from voting for, or encourage other stockholders of Standard to vote against, the Merger Agreement and the transactions contemplated thereby, including the Merger and shall generally advocate for the approval of the Merger Agreement by Standard’s stockholders; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the membership Stockholder’s capacity as a director or officer of Standard or any of its subsidiaries (if the Company BoardStockholder holds such office), unless approved and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Parentthe Stockholder in the Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict the Stockholder from exercising the Stockholder’s fiduciary duties as an officer or director to Standard or its stockholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate of Stockholder. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. Beginning on (a) Effective only from and after the date hereof until Offer Termination (if any) and subject to the Expiration Daterepresentation made in section 2(d) of this Agreement remaining true and accurate and the covenant made in section 4(e) of this Agreement being performed in all respects, each Stockholder hereby irrevocably and unconditionally agrees that at any every meeting of the Company’s stockholders of the Company, however properly called, and at every adjournment or postponement thereof (and with respect to any adjournment thereof, request for written consent) and at which the Merger Agreement (or any amended version thereof) or the Transactions, are submitted for the consideration and vote of the stockholders of the Companyitems set forth below are being voted upon, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each such Stockholder shall, in each case to or shall cause the fullest extent that its Subject Shares are entitled to vote thereonholder of record on any applicable record date to, (a) appear at such meeting or otherwise cause its Subject such Stockholder’s Shares to be counted as present thereat for purposes of calculating establishing a quorum, quorum at any such meeting of the Company’s stockholders and vote such Stockholder’s Shares (bto the extent not purchased in the Offer) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote “Vote Shares”) (i) in favor of (x) the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, the transactions contemplated thereby and (iiy) in favor and approval of any proposal to adjourn or postpone the meeting to a meeting of later date, if there are not sufficient votes for the stockholders of the Company to solicit additional proxies in favor of the adoption and approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe transactions contemplated thereby on the date on which such meeting is held, and (iiiii) against (x) any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement submitted for approval to the consummation of Company’s stockholders which would reasonably be expected to in any material respect impede, interfere with or prevent the Offer or delay the consummation Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any person (other than Parent, Merger Sub or their respective affiliates), or any other proposal of any person (other than Parent, Merger Sub or their respective affiliates) to acquire the Company or all or substantially all of the Transactionsassets thereof, (4y) any action Competing Proposal or (z) any action, proposal, transaction or agreement properly submitted for approval to the Company’s stockholders that would reasonably be expected to result in a material breach or violation of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in under this Agreement, or (5) any change in the membership of the Company Board, unless approved by Parent.

Voting Agreement. Beginning on Each Holder hereby unconditionally and irrevocably agrees that, during the period from the date hereof until through the Expiration Datedate on which this Agreement terminates in accordance with Section 5 (such period, each Stockholder hereby irrevocably and unconditionally agrees that the “Restricted Period”), at any duly called meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which the Merger Agreement Rxxx XX (or any amended version adjournment or postponement thereof) or the Transactions(a “Stockholder Meeting”), are submitted for the consideration and vote in any action by written consent of the stockholders of Rxxx XX requested by Rxxx CH’s Board of Directors or undertaken as contemplated by the CompanyTransactions, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder such Holder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonif a Stockholder Meeting is held, (a) appear at such meeting Stockholder Meeting, in person or by proxy, or otherwise cause all of its Subject Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum, (b) and it shall vote or consent (or cause to be votedvoted or consented) (which shall include, for the avoidance of doubt, any consent in writing (to the extent applicable)), in person or by proxyproxy (if a Stockholder Meeting) or by written consent (if an action by written consent), all Subject of its Covered Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the adoption of the Business Combination Agreement and approval and adoption (as applicable) of the Merger Agreement and any actions related theretothe other Transactions, (ii) in favor of the approval of the Amended and Restated Certificate of Incorporation of Rxxx XX, (iii) in favor of the approval of the adoption of an equity incentive compensation plan, (iv) in favor of the election of the directors to Rxxx CH’s Board of Directors as contemplated by Section 7.16 of the Business Combination Agreement, (v) in favor of the approval of the issuance of the Per Share Merger Consideration and any shares issued pursuant to Transaction Financing Agreements for Nasdaq purposes, (vi) in favor of any other proposals the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions, (vii) in favor of any proposal to adjourn or postpone the applicable Stockholder Meeting to a meeting later date if (and only if) there are not sufficient votes for approval of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Business Combination Agreement and any actions related theretoother voting matters on the dates on which such Stockholder Meeting is held, and (iiiviii) against the following actions or proposals: (A) any Alternative Transaction in respect of Rxxx XX or any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement, (B) any action or proposal that would result in a breach of any representation, warranty, covenant, obligation or agreement of Rxxx XX contained in the Business Combination Agreement, and (C) (1) Acquisition Proposalany liquidation or dissolution or other change in Rxxx CH’s corporate structure, (2) reorganizationany action, recapitalizationproposal, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a breach in any material breach or violation respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder contained in Holder under this Agreement, or (53) any change other action or proposal involving Rxxx XX or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions. The obligations of each Holder specified in this Section 1.1 shall apply whether or not the membership Merger, any of the Transactions or any action described above is recommended by Rxxx CH’s Board of Directors. If any Holder is the beneficial owner, but not the registered holder, of the Covered Shares, such Hxxxxx agrees to take all actions necessary or requested by the Company Board, unless approved by Parentto cause the registered holder and any nominees to vote all of the Covered Shares in accordance with the terms of this Agreement.

Voting Agreement. Beginning on From the date hereof until the Expiration Dateearlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), each Stockholder hereby irrevocably and unconditionally agrees that at any stockholder meeting of the stockholders of the Company, however called, and at any adjournment thereof, at which Company to adopt the Merger Agreement (or any amended version adjournment or postponement thereof, the Stockholder shall be present (in person or by proxy) or the Transactions, are submitted for the consideration and vote of the stockholders of the Company, or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon, (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Stockholder as of the date hereof along with all such shares that the Stockholder may acquire from time to time after the date hereof (including as a result of conversion of shares of Series A Preferred), in person or by proxy, all Subject Shares each case that such Stockholder is are entitled to vote at such meeting (such voting shares together with the shares of Series A Preferred Stock owned by such Stockholder as of the date hereof along with any such shares of Series A Preferred that the Stockholder may acquire from time of any vote to time after the date hereof, "Owned Shares"): (ia) in favor of the (1) approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii2) in favor approval of any proposal to adjourn or postpone such meeting to a meeting of the stockholders of the Company later date if there are not sufficient votes to solicit additional proxies in favor of the approval and adoption (as applicable) of adopt the Merger Agreement and any actions related thereto, Agreement; and (iiib) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that is intended, or could be reasonably be expected to to, result in a material breach or violation of any covenantrepresentation, representation warranty, covenant or warranty obligation of the Company or any of its Subsidiaries in the Merger Agreement or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement and (2) other obligation of such than the transactions contemplated by the Merger Agreement, any proposal that relates to an Acquisition Proposal or Alternative Transaction. Stockholder contained in represents and warrants and covenants and agrees that, except for this Agreement, he, she or it (5x) has not entered into, and shall not enter into during the Support Period, any change voting agreement or voting trust with respect to the Owned Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Owned Shares except any proxy to carry out the intent of this Agreement. Stockholder hereby acknowledges that Stockholder is, in the membership its capacity as a stockholder of the Company BoardCompany, unless approved bound by Parentthe restrictions set forth in Section 6.7 of the Merger Agreement and agrees consistent therewith not to solicit or facilitate any Acquisition Proposal or Alternative Transaction.

Voting Agreement. Beginning on (a) Equityholder, who is a holder of Equityholder Securities, hereby agrees, from and after the date hereof and until the Expiration Dateearlier of the Effective Time and the Termination Date (as defined below), each Stockholder hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, and at any adjournment or postponement thereof, and in connection with any Company Stockholder Written Consent (as defined below) of the stockholders of the Company, in each case called or provided with respect to any of the matters described in the following clause (ii): (i) to appear at which each such meeting in person or by proxy or otherwise cause the Company Capital Stock that Equityholder is entitled to vote to be counted as present thereat for purposes of establishing a quorum; and (ii) to vote in person or by proxy or otherwise cause the Company Capital Stock that Equityholder is entitled to vote to be voted (or deliver a duly executed Company Stockholder Written Consent in lieu thereof) all of the Company Capital Stock that Equityholder is entitled to vote at the time of any vote or Company Stockholder Written Consent (A) to adopt the (I) Merger Agreement and approve the Merger Agreement and (or any amended version thereofII) or the TransactionsCertificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company in substantially the form of Exhibit F to the Merger Agreement, are in each case as and when submitted for the consideration and vote of the stockholders of the Company, Company (not including any amendment or in any other circumstance in which the vote or other approval of the stockholders of the Company is sought, each Stockholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereonsupplement), (a) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum, (b) vote (or cause to be voted), in person or by proxy, all Subject Shares that such Stockholder is entitled to vote at the time of any vote (i) in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval and adoption (as applicable) of the Merger Agreement and any actions related thereto, and (iiiB) against any (1) Acquisition Proposal, (2) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (3) action or agreement the consummation of which would reasonably be expected to prevent or delay the consummation of the Transactions, (4) any action or agreement that would reasonably be expected to result in a material breach any of the conditions set forth in Section 6, Section 7 or violation Section 8 of the Merger Agreement not being satisfied, (C) against any covenant, representation transaction described or warranty contemplated in Section 4.4 of the Merger Agreement or any other obligation competing or alternative acquisition proposal for the Company or any of such Stockholder contained in this Agreementits subsidiaries or any other proposal, action or (5) transaction involving the Company or any change in of its subsidiaries, which proposal, action or transaction would impede, frustrate, prevent or materially delay the membership consummation of the Company Boardtransactions contemplated by the Merger Agreement and the Transaction Documents or this Agreement and (D) against any other action that is intended or reasonably expected to materially impair, unless approved by Parentprevent or delay the Merger.