Common use of Voting Agreement Clause in Contracts

Voting Agreement. Stockholder covenants and agrees that, prior to the Expiration Date, at any duly called meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (i) in favor of the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.

Voting Agreement. Stockholder covenants and agrees that, prior to the Expiration Date, at At any duly called meeting of the stockholders of Belo (the Company, however called, or at any adjournmentadjournment thereof, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of circumstance in which the stockholders of Belo upon which a vote, consent or other approval of the stockholders of the Company is sought (including by written consent) with respect to the Merger in writing or the Merger Agreement is soughtotherwise), each Stockholder shall appear at such meeting, in person or by proxyshall, and shall voteinstruct any holder of record of such Stockholder’s Covered Shares (except to the extent such Covered Shares have been tendered to Purchaser in the Offer) to, (i) appear at each such meeting or otherwise cause all of such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and cause (ii) vote (or instruct to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such Covered Shares of Stockholder: (iA) in favor of adopting the Merger Agreement (including for the purposes of this Section 2(a), as it may be modified or amended from time to time), and the approval of the Merger Agreement and approval each of the Merger and the other transactions contemplated by the Merger Agreement (and this Agreement and any actions required other matter that must be approved by the stockholders of the Company in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or order for the transactions contemplated by the Merger AgreementAgreement to be consummated, (B) only as directed by Parent, the Purchaser or any actionParent Subsidiary with respect to any Acquisition Proposal, (C) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any change in the business, management or Board of Directors of the Company (other than as directed by Parent, the Purchaser or any Parent Subsidiary) and (D) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any proposal, transaction action or agreement which wouldContract that would (1) impede, frustrate, prevent or would reasonably be expected tonullify any provision of this Agreement, the Merger Agreement or the consummation of the Merger or other transactions contemplated thereby, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C3) result in any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person Article VI or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms Annex I of the Merger Agreement not being fulfilled or satisfied. Each Stockholder shall not be deemed a material restriction commit or additional condition hereunderagree to take any action inconsistent with the foregoing.

Voting Agreement. Stockholder covenants and Each Shareholder hereby agrees that, prior to that in any corporate action of the Expiration Date, Company's shareholders taken at any duly called meeting of the stockholders Company's shareholders or by written consent in lieu of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders Company's shareholders in accordance with the General Corporation Law of Belo upon which a Ohio (the "Ohio Law"), such Shareholder will vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholdersuch Shareholder's Owned Shares, entitled to vote at such meeting, or, with respect to actions by written consent in lieu of a meeting, will express (and execute and deliver any necessary document or instrument with respect thereto) consent or dissent (as applicable) with respect to all of such Shareholder's Owned Shares: (i) in favor of the approval adoption of the Merger Agreement and approval of otherwise in such manner as may be necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)Agreement, and (ii) except as otherwise agreed to in writing in advance by Parent, against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, agreement or transaction or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, obligation, agreement, representation or warranty of the Company contained in the Merger Agreement (whether or not theretofore terminated) or of the Shareholder contained in this Agreement, and (iii) against any action, proposal, agreement or transaction (other obligation or agreement than the Merger Agreement) that could result in any of Belo the conditions to the Company's obligations under the Merger Agreement (whether or of Stockholder under this Agreement, (Cnot theretofore terminated) any merger, reorganization, consolidation, share exchange, business combination, sale of assets not being fulfilled or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which wouldthat is intended, or could reasonably be expected toexpected, prevent, to impede, interfere or be inconsistent with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Merger Agreement (whether or not theretofore terminated), the Merger or this Agreement, including, but not limited to (A) any Acquisition Proposal, (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the other transactions contemplated by the Merger Agreement Company or the fulfillment any of Belo’s its subsidiaries, (C) a sale or Gannett’s conditions under the Merger Agreement transfer of assets or change in any manner the voting rights of any class of capital stock of Belo (including the Company or any amendments to the Amended and Restated Certificate of Incorporation of Belo its subsidiaries or the Amended and Restated Bylaws of Beloa reorganization, in each case as amended as recapitalization or liquidation of the date hereof). Any such vote shall be cast Company and its subsidiaries, (D) any change in the management or consent shall be givenboard of directors of the Company, except as otherwise agreed to in writing by Parent, (E) by Stockholder any material change in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes the present capitalization or dividend policy of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxyCompany, or to vote, or cause to be voted (F) any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result other material change in the amendment Company's corporate structure or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderbusiness.

Voting Agreement. Stockholder covenants and agrees that, prior to From the Expiration Date, at any duly called meeting date hereof until the earlier of (a) the final adjournment of the stockholders of Belo (BB shareholder meeting to vote upon the Merger Agreement or any adjournmentrelated matter (“BB Shareholder Meeting”) or (b) the termination of this Agreement in accordance with its terms (such period of time, postponement or continuation thereofthe “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at the BB Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of BB’s shareholders to vote upon the Merger Agreement, the Shareholder shall (i) appear at the BB Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of BB Common Stock or voting securities of BB over which such Shareholder 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 BB Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire BB Common Stock or the conversion of any convertible securities, or pursuant to any other circumstances other than a duly called meeting equity awards or derivative securities (including any BB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder beneficially owns or controls as of the stockholders applicable record date for the BB Shareholder Meeting, to be counted as present thereat for purposes of Belo upon which calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone the Merger or the transactions contemplated by BB Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under BB contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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 the Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of BB or any of its subsidiaries (if the fulfillment of BeloShareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote omissions shall be cast deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or consent restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to BB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly countednot enter into during the Support Period, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants and agrees that, prior to the Expiration Date, at At any duly called meeting of the stockholders of Belo (the Company, however called, or at any adjournmentadjournment thereof, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of circumstance in which the stockholders of Belo upon which a vote, consent or other approval (including by written consent) of the stockholders of the Company is sought with respect to the Merger Agreement or any Acquisition Proposal or any proposal relating to the Merger Agreement is soughtor any Acquisition Proposal, Stockholder shall appear at such meeting, in person or by proxyshall, and shall vote, cause any other holder of record of any Covered Shares to (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares of Stockholder: (iA) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and approval the terms thereof, in favor of each of the Merger and the other transactions actions contemplated by the Merger Agreement (and in favor of any actions required action in furtherance thereof)of any of the foregoing; (B) against (i) any Acquisition Proposal or any proposal relating to an Acquisition Proposal, and (ii) against any merger agreement or merger (Aother than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, or (iii) any proposal made amendment of the Company’s certificate of incorporation or bylaws that, in opposition to the case of each of the foregoing clauses (i) through (iii) would (1) impede, frustrate, prevent or in competition with nullify any provision of this Agreement, the Merger Agreement or the transactions contemplated by the Merger AgreementMerger, (B2) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, or (C3) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent)Covered Shares. Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior not commit or agree to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance inconsistent with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderforegoing.

Voting Agreement. Stockholder covenants and agrees that, prior (a) For as long as Cinven has the right to nominate a director to the Expiration DateBoard of Directors in accordance with Section 5.1 (regardless of whether Cinven exercises such right) and subject to compliance with Applicable Laws, at any duly called meeting each of the stockholders Cinven Shareholders shall use reasonable best efforts to cause all of Belo (the Voting Securities owned or Beneficially Owned by it or any adjournment, postponement of its Controlled Affiliates or continuation thereof), and in over which it or any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger its Controlled Affiliates has voting control or the Merger Agreement is soughtpower to direct voting control, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause not to be voted, all Shares of Stockholder: voted (i) against or withheld, as the case may be, from voting in favor respect of the approval all those persons nominated and publicly recommended to serve as directors of the Merger Agreement and approval of the Merger and the other transactions contemplated Concordia by the Merger Agreement Board of Directors or the management of Concordia (and any actions required in furtherance thereofas the case may be), and (ii) with respect to any other action, proposal or matter to be voted on by the shareholders of Concordia (including through action by written consent), against the public recommendation of the Board of Directors; provided that the Cinven Shareholders shall be given specific prior written notice of their obligations pursuant to the foregoing in connection with any particular vote or written consent of the shareholders of Concordia, which notice shall be delivered no later than the last to occur of (i) the day upon which the shareholders of Concordia are given notice of the action, proposal or matter to be voted on in accordance with Applicable Laws, and (ii) the day that is 15 Business Days prior to the deadline for submitting proxy forms for the purpose of voting on such action, proposal or matter or, if applicable, the date such action, proposal or matter is to be approved by written consent. Notwithstanding the foregoing, the Cinven Shareholders and their respective Controlled Affiliates shall be free to vote at their discretion, but must not, without Concordia’s prior written consent, publicly announce the manner in which they will vote, in connection with any proposal submitted for a vote of the shareholders of Concordia in respect of (A) the issuance of Equity Securities in connection with any proposal made in opposition to merger, consolidation, business combination, arrangement or in competition with the Merger or the transactions contemplated by the Merger Agreementamalgamation of Concordia, and (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale arrangement or amalgamation of assets or similar transaction with or involving Belo and Concordia, provided that notwithstanding the foregoing, in either case where any party other than Gannett, including any Acquisition Proposal, and (D) any other action or such proposal the consummation of which wouldhas not been approved, or could reasonably be expected tohas been publicly rejected or not recommended for acceptance by Concordia shareholders, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or Board of Directors and Cinven has the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments right to nominate a director to the Amended and Restated Certificate Board of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder Directors in accordance with Section 5.1 (regardless of whether Cinven exercises such procedures relating thereto so as right), each of the Cinven Shareholders and its Controlled Affiliates shall use reasonable best efforts to ensure that vote and cause all of the Voting Securities owned by it is duly counted, including for purposes or any of determining that a quorum is present and for purposes its Controlled Affiliates or over which it or any of recording its Controlled Affiliates has voting control or the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior power to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause direct voting control to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any against such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderproposal.

Voting Agreement. Stockholder, by this Agreement, does hereby constitute and appoint Liberty, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all the Shares Stockholder covenants and agrees that, prior to beneficially owns at the Expiration Datetime of such vote, at any duly called annual, special or adjourned meeting of the stockholders of Belo the Company (and this appointment will include the right to sign on its behalf (as a stockholder) to any consent, certificate or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting document relating to the Company that laws of the stockholders State of Belo upon which a vote, consent Delaware may require or other approval permit) (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (ix) in favor of the approval and adoption of the Merger Agreement and approval the other transactions contemplated thereby and (y) against (a) any Extraordinary Transaction (as defined in the Merger Agreement), (b) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement and (c) the following actions (other than the other transactions contemplated by the Merger Agreement Agreement): (and i) any actions required in furtherance thereof)extraordinary corporate transaction, and such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of a substantial amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries or (iii) (A) any proposal made change in opposition to or in competition with a majority of the Merger or persons who constitute the transactions contemplated by Board of Directors of the Merger Agreement, Company as of the date hereof; (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result change in a breach the present capitalization of any covenant, representation or warranty the Company or any other obligation amendment of the Certificate of Incorporation or agreement Bylaws of Belo under the Merger Agreement or of Stockholder under this AgreementCompany, as amended through the date hereof; (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets other material change in the Company's corporate structure or similar transaction with business; or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal that, in the consummation case of which wouldeach of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by this Agreement and the Merger Agreement or the fulfillment Agreement. This proxy and power of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended attorney is a proxy and Restated Certificate of Incorporation of Belo or the Amended power coupled with an interest, and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure declares that it is duly counted, including for purposes of determining that a quorum is present irrevocable during and for purposes the term of recording the results of such vote (or consent)this Agreement. Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing hereby revokes all and any action proposed to be taken by written consent other proxies with respect to the Shares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Liberty granted hereby. For Shares as to which Stockholder is the beneficial but not the record owner, Stockholder shall use its reasonable best efforts to cause any Shares. Stockholder agrees not record owner of such Shares 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 in this Section 1. Anything herein grant to Liberty a proxy to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action same effect as that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereundercontained herein.

Voting Agreement. Stockholder covenants and agrees that, prior to From the Expiration Date, at any duly called meeting date hereof until the earlier of (a) the final adjournment of the stockholders of Belo (DCB shareholder meeting to vote upon the Merger Agreement or any adjournmentrelated matter (“DCB Shareholder Meeting”) or (b) the termination of this Agreement in accordance with its terms (such period of time, postponement or continuation thereofthe “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at the DCB Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of DCB’s shareholders to vote upon the Merger Agreement, the Shareholder shall (i) appear at the DCB Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of DCB Common Stock or voting securities of DCB over which such Shareholder 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 DCB Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire DCB Common Stock or the conversion of any convertible securities, or pursuant to any other circumstances other than a duly called meeting equity awards or derivative securities (including any DCB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder beneficially owns or controls as of the stockholders applicable record date for the DCB Shareholder Meeting, to be counted as present thereat for purposes of Belo upon which calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone the Merger or the transactions contemplated by DCB Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under DCB contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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 the Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of DCB or any of its subsidiaries (if the fulfillment of BeloShareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote omissions shall be cast deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or consent restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to DCB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly countednot enter into during the Support Period, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants and agrees thatFrom the date hereof until the earlier of (a) the Closing Date, prior (b) the termination of the Merger Agreement in accordance with its terms, (c) the date at the Company Board validly makes an Adverse Recommendation pursuant to the Expiration DateMerger Agreement, and (d) the date of any amendment to, or waiver or modification of, the Merger Agreement that reduces the amount of the consideration payable to holders of Company Common Stock in the Merger pursuant to the Merger Agreement if, in the case of this clause (d), the Shareholder has voted against such matter in the Shareholder’s capacity as a director of the Company (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Company’s shareholders, however called, or in connection with any written consent of Belo the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and other shares of Company Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Company Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, or issued upon the exercise of any stock options to acquire Company Common Stock or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company’s shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company’s or adversely affect Buyer’s ability to consummate the consummation of the Merger or the other 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 or as a trustee or a limited general partner in any entity holding Shares, and, to the extent the Shareholder serves as a member of the board of directors or officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of BeloShareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Shareholder from exercising 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 any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments he or she has in such shareholder entity to carry out the Amended intents and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this paragraph and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants and agrees thatEach Stockholder, prior by this Agreement, does hereby (a) agree to the Expiration Dateappear (or not appear, if requested by Purchaser or Merger Sub) at any duly called annual, special, postponed or adjourned meeting of the stockholders of Belo the Company or otherwise cause the shares of Company Common Stock such Stockholder beneficially owns to be counted as present (or any adjournmentabsent, postponement if requested by Purchaser or continuation thereof)Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and xxxxx, to vote all the shares of Company Common Stock such Stockholder beneficially owns at the time of such vote, at any other circumstances other than a duly called annual, special, postponed or adjourned meeting of the stockholders of Belo upon which a votethe Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, consent certificate or other approval (including by written consent) with respect document relating to the Merger Company that the laws of the State of Delaware may require or the Merger Agreement is sought, Stockholder shall appear at such meetingpermit), in person or by proxythe case of both (a) and (b) above, and shall vote, and cause to be voted, all Shares of Stockholder: (ix) in favor of the approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereby and (iiy) against (A1) any proposal made in opposition to or in competition with Acquisition Proposal (other than the Merger or and the other transactions contemplated by the Merger Agreementthereby), (B2) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D3) any other action or proposal the consummation of which wouldthat is intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Offer, the Merger or and the other transactions contemplated by the Merger this Agreement or the fulfillment Merger Agreement. This proxy and power of Belo’s or Gannett’s conditions under the Merger attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder terminate in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present its terms. Each Stockholder hereby revokes all and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent other proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For shares of Company Common Stock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any Shares. Stockholder agrees not record owner of such Shares 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 in this Section 1. Anything herein grant to Purchaser a proxy to the contrary notwithstanding, this Section 1 shall not require any same effect as that contained herein. Each Stockholder hereby agrees to appear at such meeting, in person or by proxy, or permit Purchaser and Merger Sub to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result publish and disclose in the amendment Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or modificationits commitments, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderarrangements and understandings under this Agreement.

Voting Agreement. During and for the term of this Agreement, Stockholder covenants and agrees that, prior shall cause all the Shares that the Stockholder beneficially owns to be voted (to the Expiration Date, extent such Shares are entitled to vote) at any duly called annual, special, postponed or adjourned meeting of the stockholders of Belo (the Company or any adjournment, postponement to grant a consent or continuation thereof), and approval in respect of the Shares in any other circumstances other than written consent in lieu of such a duly called meeting (and to appear at each such meeting or otherwise cause all of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause Shares to be voted, all Shares counted as present thereat for purposes of Stockholder: calculating a quorum) (ia) in favor of the approval and adoption of the Merger Agreement and Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement (Agreement, the other transactions contemplated thereby and any actions required other matter that must be approved by the stockholders of the Company in furtherance thereof)order for the transactions contemplated by the Merger Agreement to be consummated, (b) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held, and (iic) against any Acquisition Proposal or any other action, proposal or agreement that would (A1) any proposal made in opposition reasonably be expected, to impede, interfere with, materially delay or in competition with postpone the Merger or and the other transactions contemplated by the Merger Agreement, (B2) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach in any respect of any covenant, representation or warranty warranty, or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C3) change the dividend policy or in any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannettmaterial respect the capitalization of, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo equity interests in, the Company, or (including 4) result in any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (conditions set forth in Section 7 or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly countedAnnex A of the Merger Agreement not being fulfilled or satisfied, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior change a majority of the Company Board (other than as directed by Parent, Merger Sub or any Parent Subsidiary). During and for the term of this Agreement, the Stockholder shall not commit or agree to signing take any action proposed to be taken by written consent with respect to any Shares. 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 foregoing. Except as set forth in this Section 1. Anything herein to 3.02, nothing in this Agreement shall limit the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares right of Stockholder to amend vote in favor of, against or abstain with respect to any matters presented to the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to Company’s stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the Closing and (b) the termination of this Agreement in accordance with its terms (the “Support Period”), each Shareholder irrevocably and unconditionally hereby agrees that, prior to the Expiration Date, that at any duly called meeting of the stockholders of Belo (whether annual or any adjournmentspecial and each postponement, postponement recess, adjournment or continuation thereof)) of the Company’s shareholders, however called, and in connection with any written consent of the Company’s shareholders, such Shareholder shall (i) appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Common Stock or voting securities over which he or she has acquired beneficial or record ownership after the date hereof or otherwise 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 circumstances other than a duly called meeting equity awards or derivative securities or otherwise over which he or she has the power to vote) (together with the Existing Shares, collectively, the “Shares”), which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Alternative Company Transaction, without regard to the terms of such Alternative Company Transaction, and (D) against any action, proposal, transaction transaction, agreement or agreement amendment of the Company’s Restated Certificate of Incorporation or Bylaws, in each case of this clause (D) which would, or would reasonably be expected to, to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under any Shareholder contained in this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other Agreement for which the Shareholders have received prior written notice from Parent that it reasonably expects that such action or proposal the consummation of which wouldwould result in such a breach, or could reasonably be expected to, (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement Agreement, including the Merger. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or the fulfillment of Belo’s other entity directly or Gannett’s conditions under the Merger Agreement or change indirectly holding Shares for which either Shareholder serves in any manner partner, shareholder, trustee or similar capacity. To the extent either Shareholder does not control, by himself or herself, the voting determinations of such shareholder entity, such Shareholder agrees to exercise all voting rights of any class of capital stock of Belo (including any amendments or other voting determination rights he or she has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. Each Shareholder represents, covenants and agrees that, (x) except for this Agreement and the M Proxy, he or she has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to any Shares and (y) except as expressly set forth herein, he or she has not granted, and shall not grant during the Support Period, a quorum is present and for purposes proxy, consent or power of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent attorney with respect to any Shares. Stockholder Each Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions of this Agreement. In furtherance and agreements not in limitation of the foregoing, until the termination of this Agreement in accordance with its terms, each Shareholder hereby appoints Xxxxxx X. Xxxxxxx or any other person acting as General Counsel of Parent and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Support Period with respect to any and all of such Shareholder’s Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby agrees that this proxy and power of attorney granted by each such Shareholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder with respect to any Shares regarding the matters set forth in this Section 1first sentence of this paragraph. Anything The power of attorney granted by each Shareholder herein to is a durable power of attorney and shall survive the contrary notwithstandingbankruptcy, this Section 1 shall not require any Stockholder to appear at death or incapacity of such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderShareholder.

Voting Agreement. The Stockholder hereby irrevocably and unconditionally covenants and agrees that, prior to that during the Expiration DateVoting Period (as defined below), at any duly called meeting of the stockholders of Belo Parent (whether annual or any adjournment, postponement or continuation thereofspecial), and however called, or at any adjournment or postponement thereof or in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including an action by written consent) with respect to the Merger upon which a vote or the Merger Agreement other approval is sought, the Stockholder shall (i) when a meeting is held, appear at such meetingmeeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for the purpose of establishing a quorum and respond to any other request by Parent for written consent, (ii) vote (or cause to be voted) in person or by proxyproxy the Covered Shares as to which the Stockholder controls the right to vote (A) in favor of the Charter Amendment and the Stock Issuance, and shall vote, and cause to be voted, all Shares of Stockholder: (iB) in favor of the approval of the Merger Agreement and approval of the Merger and the any other transactions contemplated matter to be approved by the Merger Agreement (and any actions required in furtherance thereof)stockholders of Parent to facilitate the Charter Amendment, the Stock Issuance, and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholder, (BC) against any actionamendment of Parent’s articles of incorporation or by-laws other than as permitted by the Merger Agreement, (D) against any other proposal, action or transaction involving Parent or agreement any of its Subsidiaries, which wouldamendment or other proposal, action or transaction would reasonably be expected toto in any manner impede, result in a breach of any covenantfrustrate, representation prevent or warranty or any other obligation or agreement of Belo under nullify the Merger Agreement or of Stockholder under this Agreement, (C) any mergerthe Parent Stockholder Approvals, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of Parent’s capital stock stock, and (E) against any extraordinary dividend, distribution or recapitalization by Parent or change in the capital structure of Belo Parent (including any amendments other than pursuant to or as permitted by the Amended and Restated Certificate Merger Agreement). For the purposes of Incorporation of Belo or this Agreement, “Voting Period” shall mean the Amended and Restated Bylaws of Belo, in each case as amended as of period commencing on the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder hereof and ending immediately prior to any termination of this Agreement in accordance with such procedures relating thereto so as its terms pursuant to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent)Section 5.1 hereof. The Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder further agrees not to enter into any agreement commit or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein agree to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance inconsistent with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderforegoing.

Voting Agreement. Stockholder covenants and agrees that, prior to From the Expiration Date, at any duly called meeting date hereof until the earlier of (a) the final adjournment of the stockholders of Belo (BB shareholder meeting to vote upon the Merger Agreement or any adjournmentrelated matter (“BB Shareholder Meeting”) or (b) the termination of this Agreement in accordance with its terms (such period of time, postponement or continuation thereofthe “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at the BB Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of BB’s shareholders to vote upon the Merger Agreement, the Shareholder shall (i) appear at the BB Shareholder Meeting or otherwise cause all of his or her Existing Shares that such Shareholder has the sole power to vote or direct the voting of and all other shares of BB Common Stock or voting securities of BB over which such Shareholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote or direct the voting of (including any shares of BB Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire BB Common Stock or the conversion of any convertible securities, or pursuant to any other circumstances other than a duly called meeting equity awards or derivative securities (including any BB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder beneficially owns or controls as of the stockholders applicable record date for the BB Shareholder Meeting, to be counted as present thereat for purposes of Belo upon which calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone the Merger or the transactions contemplated by BB Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under BB contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement, including the Merger; provided, that in each case, the Merger Agreement shall not have been amended or modified in any manner without the Shareholder's prior written consent to (x) change the amount of the Merger Consideration payable pursuant to the Merger Agreement in effect on the date of this Agreement, (y) change the form of the Merger Consideration payable pursuant to the Merger Agreement in effect on the date of this Agreement or (z) otherwise affect the fulfillment Shareholder in a materially adverse manner; provided, further, that the foregoing and the other provisions herein apply solely to the Shareholder in his or her capacity as a shareholder of BeloBB and the Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or Gannettofficer of BB or any of its subsidiaries (if the Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s conditions capacity as such a director or officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote omissions shall be cast deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or consent restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to BB or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly countednot enter into during the Support Period, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. (a) The Stockholder covenants and hereby agrees that, prior to during the Expiration DateSupport Period, at any duly called meeting of the stockholders of Belo (whether annual or any adjournmentspecial and each postponement, 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 in connection with any other circumstances other than a duly called meeting written consent of the Company’s stockholders with respect to any of Belo upon which the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to all the Merger or the Merger Agreement is soughtSubject Shares, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and approval of (“for”) (1) the 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 any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) 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 (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to 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 actionsuch matter is formally submitted for a vote (or the consent) of the Company’s stockholders, proposalagainst (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), transaction or agreement which wouldwithout regard to the terms of such Acquisition Proposal, or would any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to, to result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of Belo the Company under the Merger Agreement or of the Stockholder under this Agreement, and (C3) any mergeraction, reorganizationproposal, consolidation, share exchange, business combination, sale of assets transaction or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could agreement that would reasonably be expected to, prevent, to impede, interfere with, delay, postponediscourage, discourage or frustrate the purposes of or adversely affect or inhibit the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of BeloParent’s, the Company’s or GannettMerger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any class shares of capital stock the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of Belo (including arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereofCompany Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). Any such vote shall be cast (or consent shall be given) by The Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly countedcovenants and agrees that, including except for purposes of determining that a quorum is present and for purposes of recording this Agreement, the results of such vote (or consent). Stockholder shall provide Gannett with at least five not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (5x) Business Days’ prior written notice prior to signing enter into any action proposed to be taken by written consent voting agreement or voting trust with respect to any Subject Shares. Stockholder agrees not , (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to enter into any agreement Subject Shares, or commitment (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any Person vote of the effect stockholders of which would be inconsistent the Company with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein respect to the contrary notwithstandingTransactions, this Section 1 shall not require any Stockholder other than to appear at such meeting, recommend that the stockholders of the Company vote in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form favor of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on and the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). Notwithstanding anything to the contrary herein, in the event the Company Board validly makes an Adverse Recommendation Change in compliance with Section 6.03(b) of the Merger Agreement, the number of Subject Shares that are required to be voted (or as to which consents are required to be provided) pursuant to this Section 3(a) shall not be deemed reduced to a material restriction number representing 35% of the shares of Company Common Stock outstanding as of the record date for determining stockholders entitled to vote (or additional condition hereunderprovide consent) with respect to any of the matters referenced herein.

Voting Agreement. Each Stockholder covenants hereby agrees 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 stockholders of Talarian and agrees that, prior at any postponement or adjournment thereof at which matters relating to the Expiration DateMerger, at any duly called meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is soughtor any transaction contemplated thereby, Stockholder shall appear at such meetingor any Acquisition Proposal or Frustrating Transaction (as defined below), are considered and (b) vote, or cause the Record Holder to vote, in person or by proxy, and shall voteall of the shares of Talarian Common Stock owned by such Stockholder, or with respect to which such Stockholder has or shares voting power or control, and cause all of the shares of Talarian Common Stock which shall, or with respect to which voting power or control shall, hereafter be votedacquired by such Stockholder (collectively, all Shares of Stockholder: the "Shares") (i) in favor of the approval of Merger, the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to Acquisition Proposal or in competition with the Merger any amendment of Talarian's Second Amended and Restated Certificate of Incorporation or the transactions contemplated by the Merger Agreement, (B) any action, Bylaws or other proposal, action or transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty involving Talarian or any of its subsidiaries or stockholders which amendment or other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreementproposal, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or transaction could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage to prevent or frustrate the purposes of materially impede or adversely affect delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment consummation of Belo’s or Gannett’s conditions under the Merger Agreement transactions contemplated by this Voting Agreement, or change in any manner the voting rights of any class the Talarian Common Stock (collectively, the "Frustrating Transactions"). In the event written consents are solicited or otherwise sought from stockholders of capital stock Talarian with respect to approval or adoption of Belo (including any amendments the Merger Agreement, with respect to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as approval of the date hereof). Any such vote shall be cast (Merger or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. of the other actions contemplated by the Merger Agreement, each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or shall (unless otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or directed by proxy, or to voteTIBCO) execute, or cause the Record Holder to be voted execute, with respect to all Shares a written consent or written consents to such proposed action. In the event written consents are solicited or otherwise sought from stockholders of Talarian with respect to approval or adoption of any Acquisition Proposal or Frustrating Transaction, no Stockholder shall (unless otherwise directed by TIBCO) execute, or cause the Record Holder to execute, with respect to any Shares of Stockholder any written consent or written consents to amend the Merger Agreement such proposed action. No agreement to vote or take provide a written consent is hereby made with respect to any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderenumerated above.

Voting Agreement. Stockholder covenants and Shareholder hereby agrees that, prior from and after the date hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the Expiration "Termination Date, "): (a) at any duly called meeting of the stockholders shareholders of Belo the Company, however called, it will cause the Shares Shareholder beneficially owns to be counted as present (or absent if requested by Parent) for purposes of establishing a quorum and (b) at any adjournmentmeeting of the shareholders of the Company, postponement or continuation thereof)however called, and in any other circumstances other than a duly called meeting action by consent of the stockholders shareholders of Belo upon which a votethe Company, consent such Shareholder shall vote (or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, ) all of such Shareholder's Shares of Stockholder: (i) in favor of the approval and adoption of the Merger Agreement and approval of Agreement, the Merger and all the other transactions contemplated by the Merger Agreement (and any actions required this Agreement and otherwise in furtherance thereof), and such manner as may be necessary to consummate the Merger; (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, agreement or transaction or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, obligation, agreement, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under Shareholder contained in this Agreement; and (iii) against any action, agreement, transaction (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Company Take-Over Proposal, and (D) that could reasonably be expected to result in any other action of the conditions to the Merger or proposal to the consummation of which wouldCompany's obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected toexpected, prevent, to impede, interfere withinterfere, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)this Agreement. Any such vote shall be cast (or consent shall be given) by Stockholder Shareholder that is not in accordance with such procedures relating thereto so as to ensure that it is duly countedthis Section 1.01 shall be considered null and void, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this of Section 1. Anything herein to the contrary notwithstanding, this Section 1 1.02 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderto take immediate effect.

Voting Agreement. Stockholder covenants and agrees that, prior to the Expiration Date, at At any duly called meeting of the stockholders of Belo (the Company, however called, or at any adjournmentadjournment thereof, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of circumstance in which the stockholders of Belo upon which a vote, consent or other approval of the stockholders of the Company is sought (including by written consent) with respect to the Merger in writing or the Merger Agreement is soughtotherwise), each Stockholder shall appear at such meeting, in person or by proxyshall, and shall voteinstruct any holder of record of such Stockholder's Covered Shares (except to the extent such Covered Shares have been tendered to Purchaser in the Offer) to, (i) appear at each such meeting or otherwise cause all of such Stockholder's Covered Shares to be counted as present thereat for purposes of calculating a quorum and cause (ii) vote (or instruct to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such Covered Shares of Stockholder: (iA) in favor of adopting the Merger Agreement (including for the purposes of this Section 2(a), as it may be modified or amended from time to time), and the approval of the Merger Agreement and approval each of the Merger and the other transactions contemplated by the Merger Agreement (and this Agreement and any actions required other matter that must be approved by the stockholders of the Company in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or order for the transactions contemplated by the Merger AgreementAgreement to be consummated, (B) only as directed by Parent, the Purchaser or any actionParent Subsidiary with respect to any Acquisition Proposal, (C) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any change in the business, management or Board of Directors of the Company (other than as directed by Parent, the Purchaser or any Parent Subsidiary) and (D) only as directed by Parent, the Purchaser or any Parent Subsidiary with respect to any proposal, transaction action or agreement which wouldContract that would (1) impede, frustrate, prevent or would reasonably be expected tonullify any provision of this Agreement, the Merger Agreement or the consummation of the Merger or other transactions contemplated thereby, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C3) result in any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person Article VI or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms Annex I of the Merger Agreement not being fulfilled or satisfied. Each Stockholder shall not be deemed a material restriction commit or additional condition hereunderagree to take any action inconsistent with the foregoing.

Voting Agreement. Stockholder covenants and agrees thatEach Stockholder, prior to the Expiration Dateby this Agreement, does hereby (a) agree that at any duly called annual, special, postponed or adjourned meeting of the stockholders of Belo the Company it will cause the Shares such Stockholder beneficially owns to be counted as present (or absent if requested by Parent or Subsidiary) thereat for purposes of establishing a quorum and to vote or consent and (b) constitute and appoint Parent and Subsidiary, or any adjournmentnominee thereof, postponement or continuation thereof)with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his or its name, place and stead, to vote all the Shares such Stockholder beneficially owns at the time of such vote, at any other circumstances other than a duly called annual, special, postponed or adjourned meeting of the stockholders of Belo upon which a votethe Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, consent certificate or other approval (including by written consent) with respect document relating to the Merger Company that the laws of the Commonwealth of Pennsylvania may require or the Merger Agreement is sought, Stockholder shall appear at such meetingpermit), in person or by proxythe case of both (a) and (b) above, and shall vote, and cause to be voted, all Shares of Stockholder: (i1) in favor of the approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated by the Merger Agreement thereby, (and any actions required in furtherance thereof), and (ii2) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger AgreementAcquisition Proposal, (B3) against any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, Agreement and (D4) against any other action or proposal the consummation of which wouldthat is intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Offer, the Merger or and the other transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder terminate in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present its terms. Each Stockholder hereby revokes all and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent other proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For Shares as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its reasonable best efforts to cause any Shares. Stockholder agrees not record owner of such Shares 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 in this Section 1. Anything herein grant to Parent a proxy to the contrary notwithstanding, this Section 1 shall not require any same effect as that contained herein. Each Stockholder hereby agrees to appear at such meeting, in person or by proxy, or permit Parent and Subsidiary to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result publish and disclose in the amendment Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder’s identity and ownership of Shares and the nature of his or modificationits commitments, or a waiver of a provision thereinarrangements and understandings under this Agreement. Notwithstanding the foregoing, in any such caseTrust U/D/T 10/16/1984 FBO X. XxxXxxxx, in a manner that Trust U/D/T 10/16/1984 FBO Stockton XxxXxxxx, T/U/D X.X. Xxxxxx III 10/16/1984 FBO Xxxxx Xxxxxxx, Trust U/D/T 10/16/1984 FBO X.X. Xxxxxxx, Trust U/D/T 10/09/1984 FBO M.B. Xxxxxxx, T/U/D X.X. Xxxxxx III 10/16/1984 FBO Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; providedas joint tenants), howeverXxxxxx XxxXxxxx, that any extension of the Outside Date in accordance with Trust U/D/T 1/5/1987 FBO Xxxxxxx Xxxx, Trust U/D/T 4/1/1985 FBO Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, and Xxxxxxxx XxxXxxxx are not bound by the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Section 7.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of the SBBX Shareholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of SBBX’s shareholders, however called, or in connection with any written consent of SBBX’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities of SBBX over which such Shareholder 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 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 SBBX Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo (or any adjournment, postponement or continuation thereof)calculating a quorum, and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with the Merger or the transactions contemplated by postpone such meeting of SBBX’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under SBBX contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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 Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or the fulfillment officer of BeloSBBX or any of its subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to SBBX or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments such Shareholder has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present 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 purposes of recording this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the results of such vote (Support Period, any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants and Seller hereby agrees that, prior to the Expiration Datethat while this Agreement is in effect, at any duly called meeting of the stockholders shareholders of Belo (NZ, however called, or pursuant to any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including action by written consent, Seller shall (a) with respect to the Merger vote (or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, ) the Purchased Shares and all Shares other Common Stock held of Stockholder: record or beneficially by Seller or over which Seller has the right to direct the vote (itogether all such securities "Voting Securities") in favor of the Merger Agreement and the Merger between NZ and Buyer, the approval of the terms thereof and all the transactions contemplated thereby, and any other transaction proposed by NZ, including, but not limited to voting in favor of each of the proposals to (i) change the name of NZ to "Lipid Sciences, Inc.," (ii) to increase the capitalization of NZ to 85,000,000 shares of capital stock of which 75,000,000 will be designated shares of common stock and 10,000,000 shares will be designated as shares of preferred stock, (iii) elect the persons specified in Schedule 5.4 of the Merger Agreement and approval as directors of NZ effective the effective time of the Merger and Merger, (iv) eliminate the other transactions contemplated by provision that each director must also be a stockholder of NZ, (v) add a provision relating to the Merger Agreement (and any actions required Seller's right to nominate persons to the board of directors of NZ as set forth in furtherance thereof), Section 10 hereof; and (iivi) approve the NZ Performance Equity Plan; (b) vote (or cause to be voted) the Voting Securities against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Belo NZ under the Merger Agreement or of Stockholder Seller under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, ; and (Dc) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted voted) the Voting Securities against any Shares of Stockholder to amend the following [other than the Merger Agreement or take any action that results or could result in the amendment or modification(including as it may have been, or a waiver of a provision thereinmay have been proposed by NZ to be, in any such case, in a manner that amended) or the transactions contemplated thereby]: (i) decreases any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving NZ or its subsidiaries (including, but not limited to, any takeover proposal or change in the amount the Merger Consideration or changes the form application of Section 10-2721 of the Merger Consideration Arizona Business Corporation Law to NZ) or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date except as contemplated in accordance with the terms of the Merger Agreement shall not be deemed a sale or transfer of a material restriction amount of assets of NZ or additional condition hereunderits subsidiaries and affiliates or a reorganization, recapitalization or liquidation of NZ (any matter under clauses (a), (b) or (c), a "Subject Proposal").

Voting Agreement. Stockholder covenants and The Shareholder, in his, her or its capacity as a shareholder of the Company, or as a representative with the authority to vote shares of Company Common Stock, hereby agrees that, prior to from and after the Expiration Datedate hereof until the Termination Time (as defined in Section 5.1 below), at any duly called meeting of the stockholders of Belo (or any adjournmentaction by written consent in lieu of a meeting) of the shareholders of the Company called to vote upon the approval of the Merger, postponement the Merger Agreement and the transactions contemplated therein or continuation thereof), and at any adjournment thereof or in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent vote or other approval (including by written consent) with respect to the Merger or Merger, the Merger Agreement and the transactions contemplated therein is sought, Stockholder shall appear at such meeting, in person the Shareholder will vote (or by proxy, and shall vote, and cause to be voted), all Shares at the time of Stockholdersuch meeting or adjournment, the Shareholder’s Shares: (i) in favor of the approval and adoption of the Merger Agreement and approval of the terms thereof, the Merger and all the other transactions contemplated by the Merger Agreement (and any actions required otherwise in furtherance thereof), such manner as may be necessary to consummate the Merger; and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposalagreement, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s transactions contemplated thereby) or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo proposal (including any amendments Acquisition Proposal) that could reasonably be expected to impede, interfere, delay, discourage or adversely affect the Amended and Restated Certificate of Incorporation of Belo Merger Agreement, the Merger or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)this Agreement. Any such vote shall be cast (or consent shall be given) by Stockholder the Shareholder that is not in accordance with such procedures relating thereto so as to ensure that it is duly countedthis Section 1.1 will be considered null and void, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 of Section 1.2 will be deemed to take immediate effect. Nothing in this Section 1. Anything herein Agreement will be deemed to restrict or limit the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form right of the Merger Consideration Shareholder or (ii) imposes any material restrictions on or additional conditions on the payment affiliate of the Merger Consideration Shareholder to stockholders; providedact in his, however, that any extension her or its capacity as an officer or director of the Outside Date Company consistent with his, her or its fiduciary obligations in accordance with such capacity or as the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderShareholder is advised by counsel is required under applicable law.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that, prior to the Expiration Date, that at any duly called shareholder meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect Saehan to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Merger Agreement is sought, Stockholder Director shall appear at such meeting, be present (in person or by proxy, ) and shall vote, and vote (or cause to be voted) all of his or her voting shares of capital stock of Saehan entitled to vote at such meeting, including all Shares of Stockholder: voting shares listed on Attachment A (itogether, “Owned Shares”): (a) in favor of the approval of (1) the Merger Agreement and approval of the Merger and transactions contemplated thereby, (2) any other matter that is required to facilitate the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A3) any proposal made in opposition to adjourn or in competition with postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against any action or agreement that would impair the ability of Wilshire to complete the Merger, the ability of Saehan 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, (B) any actionthat the foregoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Saehan. Director covenants and agrees that, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under except for this Agreement, he or she (Ca) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposalhas not entered into, and (D) shall not enter during the Support Period any other action voting agreement or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent trust with respect to any Shares. Stockholder agrees the Owned Shares and (b) has not to enter into any agreement granted, and shall not grant during the Support Period a proxy, consent or commitment power of attorney with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein respect to the contrary notwithstanding, Owned Shares except any proxy to carry out the intent of this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderAgreement.

Voting Agreement. Unless this Agreement shall have been terminated in accordance with its terms, if applicable, each Stockholder covenants and hereby agrees that, prior to vote all Subject Shares that such Stockholder is entitled to vote at the Expiration Date, at time of any duly called meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: vote (i) in favor of (A) the approval and adoption of the Merger Agreement and the transactions contemplated thereunder or any other transaction pursuant to which Parent proposes to acquire the Company (whether by tender offer or merger) in which the stockholders of the Company would receive aggregate cash consideration per share of Company Common Stock equal to or greater than the cash consideration to be received by such stockholders in the Offer and the Merger and (B) the approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement and approval of or such other transaction on the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)date on which such meeting is held, and (ii) against (A) any proposal made action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in opposition to or each case, in competition with any material respect the Merger Offer or the transactions contemplated by 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 Merger AgreementCompany and any Person (other than Parent, the Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (C) any amendment to the certificate of incorporation or bylaws of the Company, (D) any material change to the capitalization of the Company, (E) any change in a majority of the directors of the Company Board or (F) any action, proposal, transaction or agreement which would, or that would reasonably be expected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of such Stockholder under this Agreement, Agreement and/or (Ciii) any merger, reorganization, consolidation, share exchange, business combination, sale in favor of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the matter necessary for consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in Agreement, which is considered at any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as such meeting of the date hereof)Company stockholders. Any such vote shall be cast Each Stockholder hereby revokes (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as and agrees to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed cause to be taken by written consent revoked) any and all previous proxies granted with respect to any the Subject Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.

Voting Agreement. The Stockholder hereby irrevocably and unconditionally covenants and agrees that, prior to that during the Expiration DateVoting Period (as defined below), at any duly called meeting of the stockholders of Belo the Company (whether annual or any adjournment, postponement or continuation thereofspecial), and however called, or at any adjournment or postponement thereof or in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including an action by written consent) with respect to the Merger upon which a vote or the Merger Agreement other approval is sought, the Stockholder shall (i) when a meeting is held, appear at such meetingmeeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for the purpose of establishing a quorum and respond to any other request by the Company for written consent, (ii) vote (or cause to be voted) in person or by proxy, and shall vote, and cause proxy the Covered Shares as to be voted, all Shares of Stockholder: which the Stockholder controls the right to vote (iA) in favor of the Merger, the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) in favor of the approval of any actionother matter to be approved by the stockholders of the Company to facilitate the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Stockholder, (C) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or securities of the Company and any of its subsidiaries (other than pursuant to the Merger) or any other Alternative Proposal, (D) against any amendment of the Company’s articles of incorporation or by-laws other than as permitted by the Merger Agreement, (E) against any other proposal, action or transaction involving the Company or agreement any of its Subsidiaries, which wouldamendment or other proposal, action or transaction would reasonably be expected toto in any manner impede, result in a breach of any covenantfrustrate, representation prevent or warranty or any other obligation or agreement of Belo under nullify the Merger Agreement or of Stockholder under this Agreement, (C) any mergerthe Company Stockholder Approval, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock of Belo stock, and (including F) against any amendments to extraordinary dividend, distribution or recapitalization by the Amended and Restated Certificate of Incorporation of Belo Company or change in the Amended and Restated Bylaws of Belo, in each case as amended as capital structure of the date hereofCompany (other than pursuant to or as permitted by the Merger Agreement). Any such vote For the purposes of this Agreement, “Voting Period” shall be cast (or consent shall be given) by Stockholder mean the period commencing on the date hereof and ending immediately prior to any termination of this Agreement in accordance with such procedures relating thereto so as its terms pursuant to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent)Section 5.1 hereof. The Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder further agrees not to enter into any agreement commit or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein agree to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance inconsistent with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderforegoing.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (i) the Effective Time or (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Shareholder irrevocably and unconditionally hereby agrees that, prior to the Expiration Date, that at any duly called shareholder meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect Company to the Merger or approve the Merger Agreement is soughtand the transactions contemplated thereby or any adjournment or postponement thereof, Stockholder Shareholder shall appear at such meeting, be present (in person or by proxy, ) and shall vote, and vote (or cause to be voted) the voting shares of capital stock of the Company beneficially owned (as defined in Rule 13d–3 promulgated under the Securities and Exchange Act of 1934, as amended) by such Shareholder as of the date hereof along with all Shares of Stockholder: such shares over which the Shareholder may acquire beneficial ownership from time to time after the date hereof, in each case that are entitled to vote at such Company shareholder meeting (itogether, “Owned Shares”): (a) in favor of the (1) approval of the Merger Agreement and the transactions contemplated thereby and (2) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against (1) any action or agreement that would result in the other inability of the Buyer to complete the Merger, the inability 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 (and any actions required in furtherance thereof), and (ii2) against (A) any proposal made in opposition to or in competition with the Merger or other than the transactions contemplated by the Merger Agreement, (B) any actionproposal that relates to an Acquisition Proposal without regard to the terms of such proposal. Shareholder represents and warrants and covenants and agrees that, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under except for this Agreement, he or she (Cx) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposalhas not entered into, and (D) shall not enter into during the Support Period, any other action voting agreement or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement. Stockholder agrees not to enter into any agreement Shareholder hereby acknowledges that Shareholder is, in his or commitment with any Person her capacity as a shareholder of the effect of which would be inconsistent with or otherwise violate Company, bound by the provisions and agreements restrictions set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms 6.5 of the Merger Agreement shall and agrees consistent therewith not be deemed a material restriction to solicit or additional condition hereunderfacilitate any Acquisition Proposal.

Voting Agreement. a. During the Support Period, each Stockholder covenants irrevocably and unconditionally hereby agrees that, prior to the Expiration Date, that at any duly called meeting of the stockholders of Belo (whether annual or any adjournmentspecial and each postponement, postponement recess, adjournment or continuation thereof)) of the Company’s stockholders, however called, and in connection with any other circumstances other than a duly called meeting written consent of the stockholders Company’s stockholders, if applicable, each Stockholder shall (i) appear at such meeting or otherwise cause all of Belo upon which the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect all such Subject Shares entitled to the Merger or the Merger Agreement is soughtvote thereat, Stockholder shall appear at such meetingas applicable, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action or proposal in favor of a Takeover Proposal, without regard to the terms of such Takeover Proposal, and (D) against any action, proposal, transaction transaction, agreement or agreement amendment of the Company’s Governing Documents, in each case of this clause (D) which would, or would reasonably be expected to, to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of such Stockholder under contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement Agreement, including the Rooster Merger. For the avoidance of doubt, the foregoing commitments apply to any Subject Shares held by any trust, limited partnership or the fulfillment of Belo’s other entity directly or Gannett’s conditions under the Merger Agreement or change indirectly holding Subject Shares for which such Stockholder serves in any manner partner, stockholder, trustee or similar capacity. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, it has not entered into, and shall not enter into during the Support Period, any voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo agreement or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent voting trust with respect to any Subject Shares and (y) except as expressly set forth herein, each Stockholder has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Subject Shares. Each Stockholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in of this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderAgreement.

Voting Agreement. Stockholder covenants The Sellers understand that the Company and agrees thatUltimark Products, prior Inc. (“Ultimark”) have engaged in preliminary, non-binding discussions regarding the terms of a possible transaction involving Ultimark (or an affiliate thereof) and the Company (the “Proposed Transaction”). Each Seller, with respect to such Seller’s shares of Common Stock, does hereby constitute and appoint the Expiration DateBuyer, and each nominee of the Buyer, with full power of substitution, as his true and lawful attorney and proxy, for and in his name, place and xxxxx, to vote each of such shares of Common Stock, whether now owned or hereinafter acquired by such Seller or with respect to which such Seller has or hereafter acquires, as his proxy, at any duly called every annual, special or adjourned meeting of the stockholders of Belo the Company (or including the right to sign his name (as stockholder) to any adjournmentconsent, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent certificate or other approval (including by written consent) with respect document relating to the Merger Company that may be permitted or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or required by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: applicable law) (ia) in favor of the approval of the Merger Agreement Proposed Transaction and approval of the Merger and the any other transactions or agreements contemplated by or entered into pursuant to the Merger Agreement Proposed Transaction, (and any actions required in furtherance thereof), and (iib) against any transaction pursuant to a Proposal (Aas defined in the Standstill Agreement Letter, dated as of August 25, 2014, between the Company and Capital Preservation Solutions, LLC) by any proposal made in opposition to party other than Ultimark, Buyer or in competition with the Merger their affiliates or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction other action or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement Company related to the Proposed Transaction or which could result in any of Stockholder under this Agreement, (C) the conditions to the Company’s obligations related to the Proposed Transaction or any merger, reorganization, consolidation, share exchange, business combination, sale of assets other transaction or similar transaction with agreement contemplated or involving Belo and any party other than Gannett, including any Acquisition Proposalentered into pursuant to the Proposed Transaction not being fulfilled, and (Dc) in favor of any other action or proposal matter relating to the consummation of which would, any agreement or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage transaction contemplated or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments entered into pursuant to the Amended and Restated Certificate Proposed Transaction. Each Seller further agrees to cause the number of Incorporation shares of Belo Common Stock over which he has voting power, whether now owned or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any hereinafter acquired by such vote shall be cast (Seller or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement which such Seller has or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstandinghereafter acquires voting power, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms foregoing. Each Seller shall perform further acts and execute such further documents and instruments as may reasonably be required to vest in the Buyer the power to carry out the provisions of this Section 5.16. The obligations of each Seller under this Section 5.16 shall terminate upon the Merger Agreement shall not be deemed a material restriction earlier of (i) the date of termination of negotiations regarding the Proposed Transaction and (ii) the date of termination of any transaction or additional condition hereunderagreement entered into pursuant to the Proposed Transaction.

Voting Agreement. Stockholder covenants The Sellers understand that the Company and agrees thatUltimark Products, prior Inc. (“Ultimark”) have engaged in preliminary, non-binding discussions regarding the terms of a possible transaction involving Ultimark (or an affiliate thereof) and the Company (the “Proposed Transaction”). Each Seller, with respect to such Seller’s shares of Common Stock, does hereby constitute and appoint the Expiration DateBuyer, and each nominee of the Buyer, with full power of substitution, as his true and lawful attorney and proxy, for and in his name, place and xxxxx, to vote each of such shares of Common Stock, whether now owned or hereinafter acquired by such Seller or with respect to which such Seller has or hereafter acquires, as his proxy, at any duly called every annual, special or adjourned meeting of the stockholders of Belo the Company (or including the right to sign his name (as stockholder) to any adjournmentconsent, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent certificate or other approval (including by written consent) with respect document relating to the Merger Company that may be permitted or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or required by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: applicable law) (ia) in favor of the approval of the Merger Agreement Proposed Transaction and approval of the Merger and the any other transactions or agreements contemplated by or entered into pursuant to the Merger Agreement Proposed Transaction, (and any actions required in furtherance thereof), and (iib) against any transaction pursuant to a Proposal (Aas defined in the Standstill Agreement Letter, dated as of August 25, 2014, between the Company and Capital Preservation Solutions, LLC) by any proposal made in opposition to party other than Ultimark, Buyer or in competition with the Merger their affiliates or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction other action or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement Company related to the Proposed Transaction or which could result in any of Stockholder under this Agreement, (C) the conditions to the Company’s obligations related to the Proposed Transaction or any merger, reorganization, consolidation, share exchange, business combination, sale of assets other transaction or similar transaction with agreement contemplated or involving Belo and any party other than Gannett, including any Acquisition Proposalentered into pursuant to the Proposed Transaction not being fulfilled, and (Dc) in favor of any other action or proposal matter relating to the consummation of which would, any agreement or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage transaction contemplated or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments entered into pursuant to the Amended and Restated Certificate Proposed Transaction. Each Seller further agrees to cause the number of Incorporation shares of Belo Common Stock over which he has voting power, whether now owned or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any hereinafter acquired by such vote shall be cast (Seller or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement which such Seller has or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstandinghereafter acquires voting power, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms foregoing. Each Seller shall perform further acts and execute such further documents and instruments as may reasonably be required to vest in the Buyer the power to carry out the provisions of this Section 5.16. The obligations of each Seller under this Section 5.16 shall terminate upon the Merger Agreement shall not be deemed a material restriction earlier of (i) the date of termination of negotiations regarding the Proposed Transaction and (ii) the date of termination of any transaction or additional condition hereunder.agreement entered into pursuant to the Proposed Transaction. [Signature Page Follows]

Voting Agreement. Stockholder covenants and agrees that, prior to Until the Expiration DateTime, at any duly called every meeting of the Company’s stockholders at which any of Belo the following matters are to be voted on (and at every adjournment or any adjournment, postponement or continuation thereof), and in on any other circumstances other than a duly called meeting action or approval of the Company’s stockholders of Belo upon which a vote, consent or other approval (including by written consent) consent with respect to any of the Merger or the Merger Agreement is soughtfollowing matters, each Stockholder shall appear at such meeting, irrevocably and unconditionally agrees to cause to be present in person or represented by proxy and to vote (including via proxy, and shall vote, and ) all of such Stockholder’s Covered Shares (or cause the holder of record on any applicable record date to be voted, vote (including via proxy) all Shares of such Stockholder: ’s Covered Shares) (ia) in favor of any proposal to approve the approval adoption of the Merger Agreement and approval approve the Merger; (b) in favor of any proposal to postpone, recess or adjourn a meeting at which there is a proposal for stockholders of the Company to approve the adoption of the Merger Agreement to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; (c) in favor of any proposal to facilitate the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (iid) against (Ai) any proposal made in opposition to amendment or in competition with modification of the Merger Company’s Organizational Documents, any reorganization, recapitalization, sale of all or substantially all of the transactions contemplated by assets, liquidation or winding up of, or any other extraordinary transaction involving, the Merger Agreement, (B) Company or any action, proposal, transaction of its Subsidiaries or any other action or agreement which that is intended or would, or would reasonably be expected to, to result in any of the conditions to the Company’s obligations set forth in Article VIII under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement or of such Stockholder under contained in this Agreement, Agreement and (Cii) any merger, reorganization, consolidation, share exchange, business combination, sale of assets Acquisition Proposal or similar transaction with any action intended to or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which that would, or could would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or would reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or materially adversely affect or interfere with the consummation of the Merger or and the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderAgreement.

Voting Agreement. Stockholder covenants and agrees thatEach Stockholder, prior by this Agreement, does ---------------- hereby (a) agree to the Expiration Dateappear (or not appear, if requested by Purchaser or Merger Sub) at any duly called annual, special, postponed or adjourned meeting of the stockholders of Belo the Company or otherwise cause the shares of Company Common Stock such Stockholder beneficially owns to be counted as present (or any adjournmentabsent, postponement if requested by Purchaser or continuation thereof)Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and xxxxx, to vote all the shares of Company Common Stock such Stockholder beneficially owns at the time of such vote, at any other circumstances other than a duly called annual, special, postponed or adjourned meeting of the stockholders of Belo upon which a votethe Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, consent certificate or other approval (including by written consent) with respect document relating to the Merger Company that the laws of the State of Minnesota may require or the Merger Agreement is sought, Stockholder shall appear at such meetingpermit), in person or by proxythe case of both (a) and (b) above, and shall vote, and cause to be voted, all Shares of Stockholder: (ix) in favor of the approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), thereby and (iiy) against (A1) any proposal made in opposition to or in competition with Acquisition Proposal (other than the Merger or and the other transactions contemplated by the Merger Agreementthereby), (B2) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D3) any other action or proposal the consummation of which wouldthat is intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Offer, the Merger or and the other transactions contemplated by this Agreement, the Merger Agreement or and the fulfillment Ancillary Documents. This proxy and power of Belo’s or Gannett’s conditions under the Merger attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder terminate in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present its terms. Each Stockholder hereby revokes all and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent other proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For shares of Company Common Stock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any Shares. Stockholder agrees not record owner of such Shares 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 in this Section 1. Anything herein grant to Purchaser a proxy to the contrary notwithstanding, this Section 1 shall not require any same effect as that contained herein. Each Stockholder hereby agrees to appear at such meeting, in person or by proxy, or permit Purchaser and Merger Sub to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result publish and disclose in the amendment Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or modificationits commitments, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderarrangements and understandings under this Agreement.

Voting Agreement. Stockholder covenants and agrees that, prior (a) Subject to the Expiration Dateterms and conditions of this Agreement, TCI agrees that during the term this Agreement is in effect, at any duly called meeting of the stockholders of Belo (or any adjournmentTSX, postponement or continuation thereof)however called, and in any other circumstances other than a duly called meeting action by written consent of the stockholders of Belo upon which a voteTSX, consent TCI shall vote the Shares (or other approval (including by written consent) with respect to cause the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause Shares to be voted, all Shares of Stockholder: (i) in favor of the Merger and the transactions contemplated by the Merger Agreement. The foregoing agreement of TCI is subject to the satisfaction of the following conditions as of the time the approval of the Merger and the Merger Agreement by stockholders of TSX (including TCI) is sought: (i) the Merger Agreement shall be in full force and approval effect in the form originally executed and shall not have been amended or modified in any respect, there shall not have been any waiver of any right of TSX or any obligation of ANTEC thereunder, no conditions to the obligations of TSX to consummate the Merger and the other transactions contemplated thereby shall have been waived, except for such amendments, modifications and waivers as are insignificant in nature or are consented to in writing by TCI, which consent shall not be unreasonably withheld (it being understood and agreed that any change or modification to the kind or amount of consideration to be received by any TSX stockholder in the Merger Agreement (shall not be deemed insignificant and TCI, in its sole discretion, may withhold its consent to any actions required in furtherance thereofsuch change or modification), and (ii) against all consents and approvals of any court, administrative agency or commission or other governmental authority or instrumentality (A) any proposal made each, a "Governmental Entity"), if any, required in opposition to or in competition connection with the Merger or consummation of the transactions contemplated by the Merger AgreementAgreement shall have been obtained and shall be in full force and effect and neither the grant nor the effectiveness of any such consent or approval shall be subject to any condition of any kind referred to in paragraph 1(b) below, (Biii) there shall not have been any action taken, or any statute, rule, regulation, judgment, order or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any Governmental Entity, and there shall be no action, proposalsuit, transaction hearing, proceeding or agreement which wouldinvestigation pending, which, in the reasonable judgment of TCI, (A) makes or would reasonably be expected to, result in a breach may make any provision of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s Merger illegal or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could may result in the amendment imposition of material damages or modificationpenalties in connection therewith, (B) requires or may require the divestiture of a material portion of the business of ANTEC or any subsidiary of ANTEC (including the surviving corporation in the Merger), (C) imposes or may result in the imposition of material limitations on the ability of TCI or any of its affiliates effectively to exercise full rights of ownership of the shares of ANTEC common stock (including voting and consent rights) to be issued in the Merger, or a waiver makes the holding of a provision thereinany thereof by TCI or such affiliate illegal or subject to any materially burdensome requirement or condition (except for such securities law restrictions on resale as are customary for "affiliate" or "restricted" shares), or (D) requires or may require ANTEC, any subsidiary of ANTEC (including the surviving corporation in the Merger), or TCI or any of its affiliates to cease or refrain from engaging in any material business or transaction or making or retaining any material investment, if in the case of any consequence referred to in subclauses (B) (C) or (D), such case, in a manner that (i) decreases the amount consequence would be avoided if the Merger Consideration or changes the form of the Merger Consideration or were not consummated, and (iiiv) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement there shall not be deemed pending any action, suit, proceeding, hearing or investigation which challenges the legality, validity or enforceability of this Agreement or the Merger Agreement, or the legality of the performance by TCI or ANTEC of its covenants or agreements hereunder, or in which any person seeks to restrain or enjoin (preliminarily, temporarily or permanently) such performance or the Merger or to collect or impose material damages or penalties on TCI in connection therewith, except in each of the foregoing instances for actions, suits, proceedings, hearings or investigations in which the challenge is the result of a material restriction competing offer for TSX or additional condition hereunderthe fairness of the consideration to be received by TSX shareholders; no judgment or order imposing any such damages or penalties shall have been entered; and neither such performance or the Merger shall have been restrained or enjoined (preliminarily, temporarily or permanently).

Voting Agreement. Stockholder covenants and Each Shareholder agrees that, prior to during the Expiration Datetime this Agreement is in effect, at any duly called meeting of the stockholders shareholders of Belo the Company, however called, and at every adjournment or postponement thereof (or any adjournment, postponement or continuation thereofa "Company Shareholders' Meeting"), and in he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Owned Stock, together with any other circumstances other than 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 establishing a duly called meeting of the stockholders of Belo upon which a quorum, (ii) vote, consent or other approval (including by written consent) with execute consents in respect to the Merger of, his, her or the Merger Agreement is soughtits Shares, Stockholder shall appear at such meetingor cause his, in person her or by proxy, and shall vote, and cause its Shares to be voted, all Shares of Stockholder: (i) or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (Agreement, and any actions action required in furtherance thereof), thereof and (iiiii) 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 proposal made in opposition agreement or transaction relating to any Acquisition Proposal or in competition with transaction or occurrence that if proposed and offered to the Merger Company or the transactions contemplated by the Merger Agreementits shareholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any action, amendment of the Company's Certificate of Incorporation or By-laws or other proposal, action or transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreementproposal, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or transaction could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage to prevent or frustrate the purposes of materially impede or adversely affect delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment consummation of Belo’s or Gannett’s conditions under the Merger Agreement transactions contemplated by this Agreement, or change in any manner the voting rights of any class of capital stock of Belo the Company Common Stock (including any amendments collectively, "Frustrating Transactions") presented to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as Shareholders of the date hereof). Any such Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration Shareholder is requested or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereundersought.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of SWNB Shareholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of SWNB’s shareholders, however called, or in connection with any written consent of SWNB’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his, her or its Existing Shares and all other shares of Common Stock or voting securities of SWNB over which such Shareholder 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 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 SWNB Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo (or any adjournment, postponement or continuation thereof)calculating a quorum, and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with the Merger or the transactions contemplated by postpone such meeting of SWNB’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under SWNB contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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 SWNB, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment Shareholder solely in the Shareholder’s capacity as such a director or officer and not in violation of Belo’s or Gannett’s conditions under the Merger Agreement Agreement. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or change other entity holding Shares for which the Shareholder serves in any manner 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 of any class of capital stock of Belo (including any amendments such Shareholder has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present 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 purposes of recording this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the results of such vote (Support Period, any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. From the date hereof until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Stockholder covenants irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Company’s stockholders, however called, or in connection with any written consent of Belo the Company’s stockholders, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Existing Shares, and other shares of Company Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Company Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, 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”), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of the Stockholder under contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company’s or adversely affect Purchaser’s ability to consummate the consummation of the Merger or the other transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Stockholder in his or her capacity as a stockholder or as a trustee or a limited general partner in any entity holding Shares, and, to the extent the Stockholder serves as a member of the Board of Directors of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of BeloStockholder in Stockholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as a director or officer to the Company or its stockholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Stockholder serves in any manner partner, stockholder or trustee capacity. To the extent the Stockholder does not control, by himself or herself, the determinations of such stockholder entity, the Stockholder agrees to exercise all voting or other determination rights of any class of capital stock of Belo (including any amendments he or she has in such stockholder entity to carry out the Amended intents and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this paragraph and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein The Stockholder 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (such period, the “Support Period”), the Director agrees that, prior to the Expiration Date, that at any duly called shareholder meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect Company to the Merger or approve the Merger Agreement is soughtor any related transaction, Stockholder or any adjournment or postponement thereof, the Director shall appear at such meeting, be present (in person or by proxy, ) and shall vote, and vote (or cause to be voted) all shares of capital stock of the Company, all Shares owned of Stockholder: record or beneficially, directly or indirectly, by the Director, entitled to vote at such meeting (itogether, “Owned Shares”): (a) in favor of the approval of (1) the Merger Agreement and approval of the Merger and transactions contemplated thereby, (2) any other matter that is required to facilitate the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A3) any proposal made in opposition to adjourn or in competition with the Merger or the transactions contemplated by postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement, ; and (Bb) against any action, proposal, transaction action or agreement which would, or submitted for approval to the shareholders of the Company that would reasonably be expected to, (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement, (2) result in any of the conditions to the consummation of the First Merger under the Merger Agreement or of Stockholder under this Agreementnot being fulfilled, (C3) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction be in competition with or involving Belo and any party other than Gannettopposition to the Merger Agreement or the First Merger, including any (4) be a Company Acquisition Proposal, and or (D5) any other action or proposal impair the consummation ability of which wouldParent to complete the First Merger, the ability of the Company to complete the Merger, or could reasonably that would otherwise be expected toinconsistent with, prevent, impede, interfere with, delay, postpone, discourage impede or frustrate the purposes of or adversely affect delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or Agreement; provided, that the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments foregoing applies solely to the Amended and Restated Certificate of Incorporation of Belo Director in his or the Amended and Restated Bylaws of Belo, in each case her capacity as amended as a shareholder of the date hereof). Any such vote Company, and nothing in this Agreement shall be cast (prevent the Director from discharging his or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent her fiduciary duties with respect to any Shares. Stockholder agrees not to enter into any agreement his or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions her role on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderCompany Board.

Voting Agreement. Stockholder covenants and agrees that, prior to From the Expiration Date, at any duly called meeting date hereof until the earlier of (a) the final adjournment of the stockholders of Belo (Xxxxxxxx shareholder meeting to vote upon the Merger Agreement or any adjournment, postponement or continuation thereofrelated matter (“Xxxxxxxx Shareholder Meeting”), (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Merger Agreement at the Xxxxxxxx Shareholder Meeting (such period of time, the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees, that at the Xxxxxxxx Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of Xxxxxxxx’x shareholders to vote upon the Merger Agreement, the Shareholder shall (i) appear at the Xxxxxxxx Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Xxxxxxxx Common Stock or voting securities of Xxxxxxxx over which such Shareholder 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 Xxxxxxxx Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Xxxxxxxx Common Stock or the conversion of any convertible securities, or pursuant to any other circumstances other than equity awards or derivative securities (including any Company Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a duly called meeting of the stockholders of Belo upon which a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone the Merger or the transactions contemplated by Xxxxxxxx Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under Xxxxxxxx contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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 the Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of Xxxxxxxx or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the fulfillment of BeloShareholder in the Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change in any manner omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the voting rights Shareholder from exercising (i) the Shareholder’s fiduciary duties as an officer or director to Xxxxxxxx or its shareholders or (ii), if the Shareholder is serving as a trustee or fiduciary of any class of capital stock of Belo (including any amendments to the Amended ERISA plan or trust, from exercising his or her duties and Restated Certificate of Incorporation of Belo obligations as a trustee or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results fiduciary of such vote ERISA plan or trust. 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 consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants Effective as of the Closing Date and agrees upon payment of the Purchase Price, each of the Sellers hereby agree that, prior to during the Expiration DateTerm (as defined below), at any duly called meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders shareholders of Belo the Company, however called, or in connection with any written consent of the shareholders of the Company, Buyer shall be entitled to cause the Shares as transferred to Buyer by Sellers under this Agreement (the “Transferred Shares”) and shares of Common Stock of the Company subject to a variable prepaid forward contract or similar arrangement under which a Seller retains any adjournment, postponement or continuation thereofvoting rights ("Contract Shares"), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be votedcounted as a vote or consent ((a) through (c), all Shares of Stockholder: collectively the “Merger Transaction”) (ia) in favor of the adoption of the merger pursuant to that certain Agreement and Plan of Merger, dated as January 30, 2006, by and among the Company, North American Truck Lines, LLC, a Nevada limited liability company and Green Acquisition Company, a Nevada corporation (“Merger Agreement”) and the approval of the Merger Agreement and approval of the Merger and the all other transactions actions contemplated by the Merger Agreement (and this Agreement and any actions required in furtherance thereof)thereof and hereof, and (iib) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (Dc) against any other action involving the Company or proposal the consummation of its subsidiaries which wouldis intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or materially adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or Agreement. In order to effectuate the fulfillment foregoing Merger Transaction, each of Belo’s or Gannett’s conditions under the Sellers hereby grants to Buyer, an irrevocable proxy, pursuant to Nevada Revised Statutes and other applicable law, coupled with an interest. The “Term” shall mean the period commencing on Closing Date and continuing to the earlier to occur of the adoption of the merger pursuant to the Merger Agreement and the approval of all other actions contemplated by the Merger Agreement and this Agreement, or change one (1) year after the Closing Date. In the event the Transferred Shares and Contract Shares are held and/or registered in any manner a brokerage account (and/or in street name), each of the Sellers shall cause the applicable broker, bank or other nominee (collectively, the “Broker”) to cause (i) the Transferred Shares to be transferred and/or registered with Buyer and (ii) all proxy and voting rights of any class of capital stock of Belo (including any amendments materials with respect to the Amended Transferred Shares and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)Contract Shares to be distributed directly to Buyer. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance Sellers will fully cooperate with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present Broker and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent Buyer with respect to any Sharesinformation or documentation required for such transfer and distribution. Stockholder The Broker may rely on this Section 1.4 with respect Sellers’ authorizations and approvals herein. Each of the Sellers hereby agrees that during the Term he will not (i) attend any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or execute any written consent of the shareholders of the Company with respect to the Merger Transaction, unless otherwise directed by Buyer in writing at which time each of the Sellers shall fully cooperate with the instructions and/or directions contained therein, (ii) grant any proxies or powers of attorney that would permit any proxy or attorney-in-fact to take any action inconsistent herewith, (iii) deposit the Transferred Shares into a voting trust or enter into a voting agreement with respect to the Transferred Shares or the Contract Shares in either case providing for the voting or consenting of such shares in a manner inconsistent herewith or (iv) take any action that would make any representation or warranty of such Seller contained herein untrue or incorrect or would result in a breach by such Seller of its obligations under this Agreement. Each Seller further agrees not to enter into any agreement or commitment understanding with any Person person or entity, the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth violative of any provision contained in this Section 1Agreement. Anything herein The parties agree to execute and deliver such other agreements, proxies, certificates or other documents as may be required by Buyer or Broker to carry out the contrary notwithstanding, intent of this Agreement. The obligations of the Sellers under this Section 1 1.4 shall not require any Stockholder to appear at such meeting, in person survive the expiration or by proxy, or to vote, or cause to be voted any Shares termination of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants and agrees that, prior Parent has delivered to the Expiration DateCompany true, at any duly called meeting complete and fully executed copies of each Voting and Support Agreement, dated as of the stockholders of Belo date hereof (or any adjournmentincluding all exhibits, postponement or continuation thereofschedules, and annexes), to be entered into in connection with the transactions contemplated hereby. Each Voting and in any other circumstances other than Support Agreement provides that the Company is a duly called meeting of third-party beneficiary thereof and has the stockholders of Belo upon which a voteright to specifically enforce Parent’s rights thereunder directly, consent or other approval (including by written consent) with respect subject to the Merger or the Merger terms thereof and of this Agreement. Each Voting and Support Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (i) in favor has not been amended, supplemented, terminated, withdrawn, rescinded or modified (and no waiver of any provision thereof has been granted) and no such amendment, supplement, termination, withdrawal, rescission, waiver or modification is contemplated or pending as of the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)date hereof, and (ii) against is a legal, valid and binding obligation of Parent and each of the other parties thereunder (A) any proposal made collectively, the “Voting Agreement Persons”), is in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo full force and any party other than Gannett, including any Acquisition Proposaleffect, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date enforceable in accordance with the terms thereof against Parent and the applicable Voting Agreement Person, subject to the effect of any applicable Enforceability Exceptions. As of the date hereof, none of Parent or the Voting Agreement Persons is in default of or breach under the terms and conditions of any of the Voting and Support Agreements, and no event has occurred (and on the date of the Company Shareholder Meeting, no event shall have occurred and be continuing) which would (x) reasonably be expected to result in any breach of or constitute a default under (or an event which with or without notice or lapse of time or both would result in any breach of or constitute a default under) any Voting and Support Agreement, (y) reasonably be expected to result in a failure to satisfy a condition precedent under any Voting and Support Agreement, in each case, on the part of Parent or the Voting Agreement Persons, or (z) reasonably be expected to permit any party to such Voting and Support Agreements to terminate any Voting and Support Agreement. Other than the Joint Bidding Agreement, as of the date of this Agreement there are no other agreements, side letters or arrangements to which Parent, Merger Sub or any Voting Agreement shall Person is a party that could affect the ability of any party thereto to carry out its obligations under the Voting and Support Agreements when required thereby. As of the date hereof, no Voting Agreement Person has notified Parent of its intention to terminate, or not to enter into, any Voting and Support Agreement. There are no conditions precedent or other contingencies related to the obligations set forth in the Voting and Support Agreements, other than as expressly set forth in the Voting and Support Agreements as disclosed to the Company prior to the date hereof. As of the date of this Agreement, Pxxxxx has no reason to believe that transactions contemplated by the Voting and Support Agreements will not be deemed a material restriction or additional condition hereunderconsummated when required thereby.

Voting Agreement. From the date hereof until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Stockholder covenants irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Purchaser’s stockholders, however called, or in connection with any written consent of Belo the Purchaser’s stockholders, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Existing Shares, and other shares of Purchaser Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Purchaser Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, or issued upon the exercise of any stock options to acquire Purchaser 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”), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Purchaser’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, and (BC) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under Purchaser contained in the Merger Agreement Agreement, or of the Stockholder under contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company’s or adversely affect Purchaser’s ability to consummate the consummation of the Merger or the other transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Stockholder in his or her capacity as a stockholder or as a trustee or a limited general partner in any entity holding Shares, and, to the extent the Stockholder serves as a member of the Board of Directors of Purchaser, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of BeloStockholder in Stockholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as a director or officer to Purchaser or its stockholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Stockholder serves in any manner partner, stockholder or trustee capacity. To the extent the Stockholder does not control, by himself or herself, the determinations of such stockholder entity, the Stockholder agrees to exercise all voting or other determination rights of any class of capital stock of Belo (including any amendments he or she has in such stockholder entity to carry out the Amended intents and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this paragraph and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein The Stockholder 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants and (a) Until the termination of this Agreement in accordance with Section 5, each Member hereby agrees thatthat at each annual, prior to the Expiration Date, at any duly called special or other meeting of the stockholders members of Belo (the Company, however called, or at any adjournment, postponement adjournment thereof or continuation thereof), and in any other circumstances upon which a resolution, vote, consent or other than approval (including by written resolution) is sought, each Member shall (i) when a duly called meeting is held, appear (whether in person or by valid proxy) at such meeting and cause its Membership Interests to be counted as present thereat for the purpose of establishing a quorum and (ii) vote (or cause to be voted) its Membership Interests: (A) in favor of the stockholders approval and adoption of Belo upon which the Merger, the Merger Agreement and all other transactions contemplated by the Merger Agreement (including this Agreement) if a vote, consent or other approval (including by written consent) with respect to any of the Merger or the Merger Agreement foregoing is sought, Stockholder shall appear at such meeting, in person (B) against any (1) merger agreement or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: merger (i) in favor of the approval of other than the Merger Agreement and approval of Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereofthereby), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, agreement, arrangement, proposal, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other takeover proposal relating to the Company or its Subsidiaries or (2) amendment of the Amended and Restated Limited Liability Company Agreement of the Company, effective as of December 31, 2020 (as amended, restated, amended and restated, supplemented or modified from time to time, the “LLC Agreement”) or other proposal or transaction involving the Company or agreement which would, or any of its Subsidiaries that would in any manner reasonably be expected toto impede, result in a breach of any covenantdelay, representation frustrate, prevent or warranty or any other obligation or agreement of Belo under nullify the Merger, the Merger Agreement or any of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any representation, warranty, covenant or agreement of the fulfillment of Belo’s or Gannett’s conditions Company under the Merger Agreement or change in any manner the voting rights of any class units of capital stock equity of Belo the Company, and (including C) in favor of any amendments other matter necessary to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as consummation of the date hereof). Any such vote shall be cast (or consent shall be given) transactions contemplated by Stockholder the Merger Agreement in accordance with such procedures relating thereto so as to ensure that it is duly countedits terms, including for purposes the execution of determining that a quorum is present any documents and for purposes delivery of recording any written consents which are necessary or appropriate in order to effectuate any of the results foregoing, including, but not limited to, the Letter of such vote (or consent)Transmittal. Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by In furtherance of the foregoing, each Member has executed and delivered the member written consent with respect to any Shares. 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 in this Section 1. Anything herein “Written Consent”) to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, Acquiror and the Company in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes substantially the form attached hereto as Exhibit A in respect of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderMembership Interests beneficially owned by each such Member.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of the Company Shareholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Company’s shareholders, however called, or in connection with any written consent of Belo the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his, her or its Existing Shares and all other shares of Common Stock or voting securities of the Company over which such Shareholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any adjournmentshares of Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, 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 Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), and in any other circumstances other than a duly called meeting which such Shareholder owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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, Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the fulfillment Company or any of Beloits subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner 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 of any class of capital stock of Belo (including any amendments such Shareholder has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present 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 purposes of recording this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the results of such vote (Support Period, any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants and agrees that, prior to the Expiration Date, at At any duly called meeting of the stockholders of Belo (the Company, however called, or at any adjournmentadjournment thereof, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of circumstance in which the stockholders of Belo upon which a vote, consent or other approval of the stockholders of the Company is sought (including by written consent) with respect to the Merger in writing or the Merger Agreement is soughtotherwise), each Stockholder shall appear at such meeting, in person or by proxyshall, and shall voteinstruct any holder of record of such Stockholder’s Covered Shares (except to the extent such Covered Shares have been tendered to Purchaser in the Offer and not withdrawn) to, (i) appear at each such meeting or otherwise cause all of such Stockholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all such Covered Shares of Stockholder: (iA) in favor of adopting the Merger Agreement, and the approval of the Merger Agreement and approval each of the Merger and the other transactions contemplated by the Merger Agreement (and this Agreement and any actions required other matter that must be approved by the stockholders of the Company in furtherance thereof)order for the transactions contemplated by the Merger Agreement to be consummated, including the election to the Board of any person designated by Parent or the Purchaser in accordance with Section 1.8 of the Merger Agreement, and (iiB) against any proposal, action or Contract that would reasonably be expected to result in (A1) a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (2) any proposal made of the conditions set forth in opposition to Article 6 or in competition with Annex I of the Merger Agreement not being fulfilled or satisfied, (3) any action (including any amendment to the Company Certificate or the Company Bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (B4) any action, proposal, transaction Acquisition Proposal or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C5) any merger, reorganizationacquisition, sale, consolidation, share exchangereorganization, business combinationrecapitalization, sale extraordinary dividend, dissolution, liquidation or winding up of assets or similar by the Company, or any other extraordinary transaction with or involving Belo and any party the Company (other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereofMerger). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of the DCB Shareholder Meeting to vote upon the Merger Agreement or any related matter, or (b) the termination of this Agreement in accordance with its terms (such period of time, the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, that at the DCB Shareholder Meeting (whether annual or special and each adjourned or postponed meeting), however called, or in connection with any written consent of DCB’s shareholders to vote upon the Merger Agreement, the Shareholder shall (i) appear at the DCB Shareholder Meeting or otherwise cause all of its New DCB Shares that such Shareholder has the sole power to vote or direct the voting of and all other shares of DCB common stock or voting securities of DCB over which such Shareholder has acquired beneficial or record ownership prior to or after the Expiration Datedate hereof and has the sole power to vote or direct the voting of (including any shares of DCB common stock acquired by means of purchase, at dividend or distribution, or issued upon the exercise of any duly called meeting stock options to acquire DCB common stock or the conversion of any convertible securities, or pursuant to any other derivative securities (including any DCB stock options) or otherwise) (together with the New DCB Shares, the “Shares”), which such Shareholder beneficially owns or controls as of the stockholders applicable record date for the DCB Shareholder Meeting, to be counted as present thereat for purposes of Belo (or any adjournment, postponement or continuation thereof)calculating a quorum, and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone the Merger or the transactions contemplated by DCB Shareholder Meeting to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under DCB contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or Agreement, including the fulfillment of Belo’s or Gannett’s conditions under Merger; provided, that in each case, the Merger Agreement shall not have been amended or change modified in any manner without the voting rights Shareholder’s prior written consent to (x) change the amount of any class of capital stock of Belo (including any amendments the Merger Consideration payable pursuant to the Amended and Restated Certificate Merger Agreement in effect on the date of Incorporation of Belo or this Agreement, (y) change the Amended and Restated Bylaws of Belo, in each case as amended as form of the Merger Consideration payable pursuant to the Merger Agreement in effect on the date hereof). Any such vote shall be cast of this Agreement or (z) otherwise affect the Shareholder in a materially adverse manner; provided, further, that the foregoing and the other provisions herein apply solely to the Shareholder in its capacity as a shareholder of DCB and the Shareholder makes no agreement or consent shall be given) by Stockholder understanding in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent this Agreement with respect to any SharesAffiliate of the Shareholder in such Affiliate’s capacity as a director or officer of BB or any of its subsidiaries (if the Shareholder’s Affiliate holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Affiliate in his 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 such Affiliate from exercising fiduciary duties as an officer or director to BB or its shareholders. Stockholder For the avoidance of doubt, the foregoing commitments apply to any Shares held by any Affiliate, as such term is defined in the Merger Agreement. The Shareholder covenants and agrees that, except for this Agreement and the First Voting 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 and any proxy granted for ordinary course proposals at an annual meeting. The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder covenants and hereby agrees that, prior to the Expiration Dateearlier to occur of the valid termination of this Agreement or the consummation of the sale of the Assets (the “Asset Sale”), at any duly called meeting of the stockholders of Belo (or any adjournment, postponement or continuation thereof), Seller and in any other circumstances other than a duly called meeting written action by consent of the stockholders of Belo upon which a voteSeller, consent or other approval (including unless otherwise directed in writing by written consent) with respect to the Merger or the Merger Agreement is soughtParent, Stockholder shall appear at such meeting, in person or cause all capital stock of Seller held by proxy, and shall vote, and cause him (the “Subject Securities”) to be voted, all Shares of Stockholder: (i) in favor of the approval Asset Sale, the execution and delivery by Seller of the Merger this Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), hereby; and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach of any covenantrepresentation, representation warranty, covenant or warranty obligation of Seller in this Agreement; and (iii) against the following actions (other than the Asset Sale and the transactions contemplated by the this Agreement): (A) any extraordinary corporate transaction, such as merger, consolidation or other business combination involving Seller or any other obligation subsidiary of Seller; (B) any sale, lease or agreement transfer of Belo under the Merger Agreement a material amount of assets of Seller or any subsidiary of Stockholder under this Agreement, Seller; (C) any merger, reorganization, consolidationrecapitalization, share exchange, business combination, sale dissolution or liquidation of assets Seller or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and subsidiary of Seller; (D) any change in a majority of the board of directors of Seller; (E) any amendment to Seller’s articles of incorporation or bylaws; (F) any material change in the capitalization of Seller or Seller’s corporate structure; and (G) any other action or proposal the consummation of which wouldis intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation Asset Sale or any of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change this Agreement. The voting agreement contained in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote this Section 5.8 shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed deemed to be taken by written consent an irrevocable proxy, and coupled with respect to any Sharesan interest. Stockholder agrees not to enter into transfer any agreement of his shares of capital stock of Seller with the purpose or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in avoiding this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder5.8.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the Closing Date and agrees that(b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), prior to the Expiration DateShareholder irrevocably and unconditionally hereby agrees, that at any duly called meeting (whether annual or special and each adjourned meeting) of the stockholders Company’s shareholders, however called, or in connection with any written consent of Belo the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the Existing Shares, and other shares of Company Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Company Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, 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”), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present at such meeting for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is soughtall such Shares, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to or in competition with adjourn such meeting of the Merger or the transactions contemplated by Company’s shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company’s or adversely affect Purchaser’s ability to consummate the consummation of the Merger or the other 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 or as a trustee or a partner, shareholder or member in any entity holding Shares, and, to the extent the Shareholder serves as a member of the Board of Directors of the Company or as an officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of BeloShareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Shareholder from exercising 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 any trust, partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder, member or trustee capacity and for any Shares held jointly with a spouse or other individual. To the extent the Shareholder does not control, by himself or herself, the determinations of such shareholder trust, partnership or other entity, the Shareholder agrees to exercise all voting or other determination rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo he or the Amended and Restated Bylaws of Beloshe has in such shareholder trust, partnership or other entity in each case as amended as furtherance of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for intent and purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this Section 2 and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. (i) Each Stockholder covenants and hereby agrees that, prior to the Expiration Date, at any duly called regular or special meeting of the stockholders of Belo (or the Company at which the Stockholder Approval is sought, however called, including any adjournment, recess or postponement or continuation thereof), and in connection with any other circumstances other than a duly called meeting written consent of the stockholders of Belo upon which a votethe Company, consent or other approval (including by written consent) with respect each Stockholder shall, in each case to the Merger fullest extent that the Covered Securities (as defined below) are entitled to vote thereon or consent thereto, (A) appear (in person or by proxy) at each such meeting or otherwise cause all of the Merger Agreement is sought, Stockholder shall appear at such meetingCovered Securities to be counted as present thereat for purposes of calculating a quorum; and (B) vote (or cause to be voted), in person or by proxy, and shall vote, and or deliver (or cause to be voteddelivered) a written consent covering, all Shares of the Covered Securities Beneficially Owned (as defined below) by such Stockholder: (i1) in favor of the Authorization Proposal; (2) in favor of the approval of the Merger Agreement and approval any proposal to adjourn or postpone any meeting of the Merger and stockholders of the other transactions contemplated by Company to a later date if there are not sufficient votes for adoption of the Merger Agreement Authorization Proposal on the date on which such meeting is held; (and any actions required in furtherance thereof), and (ii3) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or that would reasonably be expected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under Stockholders contained in this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, ; and (D4) against any other action action, proposal, transaction or proposal the consummation of which would, or could agreement that would reasonably be expected to, prevent, to impede, interfere with, delaydiscourage, postponefrustrate, discourage or frustrate the purposes of or prevent, nullify, adversely affect or inhibit the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholdersAuthorization Proposal; provided, however, that nothing in this Section 4(f) shall require the Stockholders to vote for any extension proposal at any meeting of Stockholders other than the Authorization Proposal. For purposes of this Agreement, “Covered Securities” means the shares of Series B Preferred Stock that are Beneficially Owned by the Stockholders, together with any other Common Stock or other voting securities of the Outside Date Company and any securities convertible into or exercisable or exchangeable for Common Stock or other voting securities of the Company, in each case that a Stockholder acquires Beneficial Ownership of in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.this Agreement. “

Voting Agreement. Stockholder covenants and agrees that, prior (a) Subject to the Expiration Dateterms and conditions of this Agreement, Anixter agrees that during the term this Agreement is in effect, at any duly called meeting of the stockholders of Belo (or any adjournmentANTEC, postponement or continuation thereof)however called, and in any other circumstances other than a duly called meeting action by written consent of the stockholders of Belo upon which a voteANTEC, consent Anixter shall vote the Shares (or other approval (including by written consent) with respect to cause the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause Shares to be voted, all Shares of Stockholder: (i) in favor of the Merger and the transactions contemplated by the Merger Agreement. The foregoing agreement of Anixter is subject to the satisfaction of the following conditions as of the time the approval of the Merger and the Merger Agreement by stockholders of ANTEC (including Anixter) is sought: (i) the Merger Agreement shall be in full force and approval effect in the form originally executed and shall not have been amended or modified in any respect, there shall not have been any waiver of any right of ANTEC or any obligation of TSX thereunder, no conditions to the obligations of ANTEC to consummate the Merger and the other transactions contemplated thereby shall have been waived, except for such amendments, modifications and waivers as are insignificant in nature or are consented to in writing by Anixter, which consent shall not be unreasonably withheld (it being understood and agreed that any change or modification to the kind or amount of consideration to be received by any ANTEC stockholder in the Merger Agreement (shall not be deemed insignificant and Anixter, in its sole discretion, may withhold its consent to any actions required in furtherance thereofsuch change or modification), and (ii) against all consents and approvals of any court, administrative agency or commission or other governmental authority or instrumentality (A) any proposal made each, a "Governmental Entity"), if any, required in opposition to or in competition connection with the Merger or consummation of the transactions contemplated by the Merger AgreementAgreement shall have been obtained and shall be in full force and effect and neither the grant nor the effectiveness of any such consent or approval shall be subject to any condition of any kind referred to in paragraph 1(b) below, (Biii) there shall not have been any action taken, or any statute, rule, regulation, judgment, order or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any Governmental Entity, and there shall be no action, proposalsuit, transaction hearing, proceeding or agreement which wouldinvestigation pending, which, in the reasonable judgment of Anixter, (A) makes or would reasonably be expected to, result in a breach may make any provision of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s Merger illegal or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could may result in the amendment imposition of material damages or modificationpenalties in connection therewith, (B) requires or may require the divestiture of a material portion of the business of TSX or any subsidiary of TSX (including the surviving corporation in the Merger), (C) imposes or may result in the imposition of material limitations on the ability of Anixter or any of its affiliates effectively to exercise full rights of ownership of the shares of TSX common stock (including voting and consent rights) to be issued in the Merger, or a waiver makes the holding of a provision thereinany thereof by Anixter or such affiliate illegal or subject to any materially burdensome requirement or condition (except for such securities law restrictions on resale as are customary for "affiliate" or "restricted" shares), or (D) requires or may require TSX, any subsidiary of TSX (including the surviving corporation in the Merger), or Anixter or any of its affiliates to cease or refrain from engaging in any material business or transaction or making or retaining any material investment, if in the case of any consequence referred to in subclauses (B) (C) or (D), such case, in a manner that (i) decreases the amount consequence would be avoided if the Merger Consideration or changes the form of the Merger Consideration or were not consummated, and (iiiv) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement there shall not be deemed pending any action, suit, proceeding, hearing or investigation which challenges the legality, validity or enforceability of this Agreement or the Merger Agreement, or the legality of the performance by Anixter or TSX of its covenants or agreements hereunder, or in which any person seeks to restrain or enjoin (preliminarily, temporarily or permanently) such performance or the Merger or to collect or impose material damages or penalties on Anixter in connection therewith, except in each of the foregoing instances for actions, suits, proceedings, hearings or investigations in which the challenge is the result of a material restriction competing offer for ANTEC or additional condition hereunderthe fairness of the consideration to be received by ANTEC shareholders; no judgment or order imposing any such damages or penalties shall have been entered; and neither such performance or the Merger shall have been restrained or enjoined (preliminarily, temporarily or permanently).

Voting Agreement. Stockholder covenants Holder hereby unconditionally and irrevocably agrees that, prior to during the Expiration Dateperiod from the date hereof through the date on which this Agreement terminates in accordance with Section 4 (such period, the “Restricted Period”), at any duly called meeting of the stockholders unitholders of Belo the [Company // Blocker] (or any adjournment, adjournment or postponement or continuation thereof) (a “Unitholder Meeting”), and in any other circumstances other than a duly called meeting action by written consent of the stockholders unitholders of Belo upon which the [Company // Blocker] requested by the [Company’s Board of Managers // Blocker’s Managing Member] or undertaken as contemplated by the Transactions, Holder shall, if a voteUnitholder Meeting is held, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meetingUnitholder Meeting, in person or by proxy, and shall voteor otherwise cause all of its Covered Units to be counted as present thereat for purposes of establishing a quorum, 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 (if a Unitholder Meeting) or by written consent (if an action by written consent), all Shares of Stockholder: its Covered Units (i) in favor of the approval adoption of the Merger Business Combination Agreement and approval of the Merger and Transactions (including the other transactions contemplated by the Merger Agreement (Mergers and any actions required in furtherance thereof), and (ii) in favor of any other proposals the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions, (iii) in favor of any proposal to adjourn or postpone the applicable Unitholder Meeting to a later date if (and only if) there are not sufficient votes for approval of the Business Combination Agreement and approval of the Transactions (including the Mergers and any actions required in furtherance thereof) and in favor of any other proposals the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions on the dates on which such Unitholder Meeting is held, and (iv) against the following actions or proposals: (A) any Competing Transaction in respect of the [Company // Blocker] or any proposal made in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Merger or the transactions contemplated by the Merger Business Combination Agreement, (B) any action or proposal that would result in a breach of any representation, warranty, covenant, obligation or agreement of the [Company // Blocker] contained in the Business Combination Agreement, and (C) (1) any change in the present capitalization of the [Company // Blocker], except to the extent expressly contemplated by the Business Combination Agreement or approved by the prior written consent of the Company, (2) any liquidation or dissolution or other change in the [Company’s // Blocker’s] limited liability structure except to the extent expressly contemplated by the Business Combination Agreement or approved by the prior written consent of the Company and the Buyer, (3) any action, proposal, transaction or agreement which would, or that would reasonably be expected to, result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder Holder under this Agreement, or (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D4) any other action or proposal involving the consummation [Company // Blocker] or any of which wouldits Subsidiaries that is intended, or could would reasonably be expected toexpected, to prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of postpone or adversely affect the consummation Transactions. The obligations of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 Holder specified in this Section 1. Anything herein to 1.1 shall apply whether or not the contrary notwithstandingBlocker Merger, this Section 1 shall not require Buyer Merger, Company Merger, any Stockholder to appear at such meeting, in person of the Transactions or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in described above is recommended by the amendment or modification[Company’s Board of Managers // Blocker’s Managing Member]. If Holder is the beneficial owner, or a waiver of a provision thereinbut not the registered holder, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration Covered Units, Holder agrees to take all actions necessary or (ii) imposes requested by the Buyer to cause the registered holder and any material restrictions on or additional conditions on the payment nominees to vote all of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date Covered Units in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. (i) Each Stockholder covenants and hereby agrees that, prior to the Expiration Date, at any duly called regular or special meeting of the stockholders of Belo (or the Company at which the Stockholder Approval is sought, however called, including any adjournment, recess or postponement or continuation thereof), and in connection with any other circumstances other than a duly called meeting written consent of the stockholders of Belo upon which a votethe Company, consent or other approval (including by written consent) with respect each Stockholder shall, in each case to the Merger fullest extent that the Covered Securities (as defined below) are entitled to vote thereon or consent thereto, (A) appear (in person or by proxy) at each such meeting or otherwise cause all of the Merger Agreement is sought, Stockholder shall appear at such meetingCovered Securities to be counted as present thereat for purposes of calculating a quorum; and (B) vote (or cause to be voted), in person or by proxy, and shall vote, and or deliver (or cause to be voteddelivered) a written consent covering, all Shares of the Covered Securities Beneficially Owned (as defined below) by such Stockholder: (i1) in favor of the Authorization Proposal; (2) in favor of the approval of the Merger Agreement and approval any proposal to adjourn or postpone any meeting of the Merger and stockholders of the other transactions contemplated by Company to a later date if there are not sufficient votes for adoption of the Merger Agreement Authorization Proposal on the date on which such meeting is held; (and any actions required in furtherance thereof), and (ii3) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or that would reasonably be expected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under Stockholders contained in this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, ; and (D4) against any other action action, proposal, transaction or proposal the consummation of which would, or could agreement that would reasonably be expected to, prevent, to impede, interfere with, delaydiscourage, postponefrustrate, discourage or frustrate the purposes of or prevent, nullify, adversely affect or inhibit the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholdersAuthorization Proposal; provided, however, that nothing in this Section 4(f) shall require the Stockholders to vote for any extension proposal at any meeting of Stockholders other than the Authorization Proposal. For purposes of this Agreement, “Covered Securities” means the shares of Series C Preferred Stock that are Beneficially Owned by the Stockholders, together with any other Common Stock, Series A Preferred Stock or other voting securities of the Outside Date Company and any securities convertible into or exercisable or exchangeable for Common Stock or other voting securities of the Company, in each case that a Stockholder acquires Beneficial Ownership of in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.this Agreement. “

Voting Agreement. a. During the Support Period, each Stockholder covenants irrevocably and unconditionally hereby agrees that, prior to the Expiration Date, that at any duly called meeting of the stockholders of Belo (whether annual or any adjournmentspecial and each postponement, postponement recess, adjournment or continuation thereof)) of the Company’s stockholders, however called, and in connection with any other circumstances other than a duly called meeting written consent of the stockholders Company’s stockholders, if applicable, each Stockholder shall (i) appear at such meeting or otherwise cause all of Belo upon which the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a votequorum, consent and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect all such Subject Shares entitled to the Merger or the Merger Agreement is soughtvote thereat, Stockholder shall appear at such meetingas applicable, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (C) against any action or proposal in favor of a Takeover Proposal, without regard to the terms of such Takeover Proposal, and (D) against any action, proposal, transaction transaction, agreement or agreement amendment of the Company’s Governing Documents, in each case of this clause (D) which would, or would reasonably be expected to, to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of such Stockholder under contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement Agreement, including the Rooster Merger. For the avoidance of doubt, the foregoing commitments apply to any Subject Shares held by any trust, limited partnership or the fulfillment of Belo’s other entity directly or Gannett’s conditions under the Merger Agreement or change indirectly holding Subject Shares for which such Stockholder serves in any manner partner, stockholder, trustee or similar capacity. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, it has not entered into, and shall not enter into during the Support Period, any voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo agreement or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent voting trust with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Subject Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder.and

Voting Agreement. Each Stockholder covenants and agrees that, prior to during the Expiration Datetime this Agreement is in effect, at any duly called meeting of the stockholders of Belo the Company (or any adjournment, postponement or continuation thereofa "Company Stockholders' Meeting"), however called, and in any other circumstances other than a duly called meeting at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of Belo the Company, he or it shall (i) appear at the meeting or otherwise cause his, her or its 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 which 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 establishing a quorum, (ii) vote, consent or other approval (including by written consent) with execute consents in respect to the Merger of, his, her or the Merger Agreement is soughtits Shares, Stockholder shall appear at such meetingor cause his, in person her or by proxy, and shall vote, and cause its Shares to be voted, all Shares of Stockholder: (i) or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (Asset Purchase Agreement, and any actions action required in furtherance thereof), thereof and (iiiii) 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 proposal made in opposition agreement or transaction relating to any Takeover Proposal or in competition with transaction or occurrence that if proposed and offered to the Merger Company or its stockholders (or any of them) would constitute a Takeover Proposal (collectively, "Alternative Transactions"), (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction Asset Purchase Agreement or agreement which would, this Agreement or would reasonably be expected to, result in a breach to deprive Honeywell of any covenant, representation or warranty or any other obligation or agreement material portion of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably benefits anticipated by Honeywell to be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect received from the consummation of the Merger or the other transactions contemplated by the Merger Asset Purchase Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement this Agreement, or change in any manner the voting rights of any class of capital stock of Belo the Company Common Stock or the Company Preferred Stock (including any amendments collectively, "Frustrating Transactions") presented to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as Stockholders of the date hereof). Any such Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote shall be cast of consent of the Stockholder is requested or sought and (or consent shall be givenC) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with or agreement that would result in a breach in any material respect to of any Shares. Stockholder agrees not to enter into any representation, warrant, covenant or agreement or commitment with any Person other obligation of the effect Company under the Asset Purchase Agreement or of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1Stockholder hereunder. Anything herein Notwithstanding anything to the contrary notwithstandingherein, this Section 1 shall not require but subject to the terms and conditions of the Asset Purchase Agreement, any Stockholder to appear at such meeting, in person who is an officer or by proxy, or to vote, or cause to be voted any Shares director of Stockholder to amend the Merger Agreement or Company may take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereundercapacity required by his fiduciary duties under Delaware law.

Voting Agreement. Stockholder covenants and (a) Until the termination of this Agreement in accordance with Section 5, each Member hereby agrees that, prior to the Expiration Date, that at any duly called each meeting of the stockholders members of Belo (the Company, however called, or at any adjournment, postponement adjournment thereof or continuation thereof), and in any other circumstances upon which a resolution, vote, consent or other than approval (including by written resolution) is sought, each Member shall (i) when a duly called meeting is held, appear (whether in person or by valid proxy) at such meeting and cause its Membership Interests to be counted as present thereat for the purpose of establishing a quorum, if applicable, and (ii) vote or give consent with respect to (or cause to be voted or such consent to be given with respect to) its Membership Interests: (A) in favor of the stockholders approval and adoption of Belo upon which the Merger, the Merger Agreement and all other transactions contemplated by the Merger Agreement (including this Agreement) if a vote, consent or other approval (including by written consent) with respect to any of the foregoing is sought, (B) against any (1) merger agreement or merger (other than the Merger Agreement, the Merger and the transactions contemplated thereby), or any action, agreement, arrangement, proposal, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other takeover proposal relating to the Company or its Subsidiaries or (2) amendment of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 24, 2021 (as amended, restated, amended and restated, supplemented or modified from time to time, the “LLC Agreement”) or other proposal or transaction involving the Company or any of its Subsidiaries that would in any manner reasonably be expected to impede, delay, frustrate, prevent or nullify the Merger, the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares any of Stockholder: (i) in favor of the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class units of capital stock equity of Belo the Company, and (including C) in favor of any amendments other matter necessary to the Amended consummation of the transactions contemplated by the Merger Agreement in accordance with its terms, including the execution of any documents and Restated Certificate delivery of Incorporation any written consents which are necessary or appropriate in order to effectuate any of Belo or the Amended and Restated Bylaws foregoing, including, but not limited to, a letter of Belotransmittal, in each case as amended as case, to the fullest extent such Membership Interests are part of a class of membership interests in the Company that are entitled to be voted at the time of any vote, consent or other approval (including by written resolution). In furtherance of the foregoing, each Member will promptly, but in no event later than the date hereof). Any such vote shall be cast that is five days from the date hereof execute and deliver (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder executed and delivered) the member written consent (the “Written Consent”) to amend Acquiror and the Merger Agreement or take any action that results or could result Company in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes substantially the form attached hereto as Exhibit A in respect of the Merger Consideration Company Common Units owned beneficially or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderrecord by each such Member.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the Closing Date and agrees that(b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), prior to the Expiration DateShareholder irrevocably and unconditionally hereby agrees, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Company’s shareholders, however called, or in connection with any written consent of Belo the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and other shares of Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, or issued upon the exercise of any stock options to acquire Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company’s shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (BC) 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 (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company’s or adversely affect Parent’s ability to consummate the consummation of the Merger or the other 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 or as a trustee or a limited general partner in any entity holding Shares, and, to the extent the Shareholder serves as a member of the board of directors or officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of BeloShareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Shareholder from exercising 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 any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments he or she has in such shareholder entity to carry out the Amended intents and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this paragraph and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants Effective as of the Closing Date and agrees upon payment of the Purchase Price, each of the Sellers hereby agree that, prior to during the Expiration DateTerm (as defined below), at any duly called meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders shareholders of Belo the Company, however called, or in connection with any written consent of the shareholders of the Company, Buyer shall be entitled to cause the Shares as transferred to Buyer by Sellers under this Agreement (the "Transferred Shares") and shares of Common Stock of the Company subject to a variable prepaid forward contract or similar arrangement under which a Seller retains any adjournment, postponement or continuation thereofvoting rights ("Contract Shares"), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be votedcounted as a vote or consent ((a) through (c), all Shares of Stockholder: collectively the "Merger Transaction") (ia) in favor of the adoption of the merger pursuant to that certain Agreement and Plan of Merger, dated as January 30, 2006, by and among the Company, North American Truck Lines, LLC, a Nevada limited liability company and Green Acquisition Company, a Nevada corporation ("Merger Agreement") and the approval of the Merger Agreement and approval of the Merger and the all other transactions actions contemplated by the Merger Agreement (and this Agreement and any actions required in furtherance thereof)thereof and hereof, and (iib) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction action or agreement which would, or that would reasonably be expected to, result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (Dc) against any other action involving the Company or proposal the consummation of its subsidiaries which wouldis intended, or could reasonably be expected toexpected, prevent, to impede, interfere with, delay, postpone, discourage or frustrate the purposes of or materially adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or Agreement. In order to effectuate the fulfillment foregoing Merger Transaction, each of Belo’s or Gannett’s conditions under the Sellers hereby grants to Buyer, an irrevocable proxy, pursuant to Nevada Revised Statutes and other applicable law, coupled with an interest. The "Term" shall mean the period commencing on Closing Date and continuing to the earlier to occur of the adoption of the merger pursuant to the Merger Agreement and the approval of all other actions contemplated by the Merger Agreement and this Agreement, or change one (1) year after the Closing Date. In the event the Transferred Shares and Contract Shares are held and/or registered in any manner a brokerage account (and/or in street name), each of the Sellers shall cause the applicable broker, bank or other nominee (collectively, the "Broker") to cause (i) the Transferred Shares to be transferred and/or registered with Buyer and (ii) all proxy and voting rights of any class of capital stock of Belo (including any amendments materials with respect to the Amended Transferred Shares and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)Contract Shares to be distributed directly to Buyer. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance Sellers will fully cooperate with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present Broker and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent Buyer with respect to any Sharesinformation or documentation required for such transfer and distribution. Stockholder The Broker may rely on this Section 1.4 with respect Sellers' authorizations and approvals herein. Each of the Sellers hereby agrees that during the Term he will not (i) attend any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or execute any written consent of the shareholders of the Company with respect to the Merger Transaction, unless otherwise directed by Buyer in writing at which time each of the Sellers shall fully cooperate with the instructions and/or directions contained therein, (ii) grant any proxies or powers of attorney that would permit any proxy or attorney-in-fact to take any action inconsistent herewith, (iii) deposit the Transferred Shares into a voting trust or enter into a voting agreement with respect to the Transferred Shares or the Contract Shares in either case providing for the voting or consenting of such shares in a manner inconsistent herewith or (iv) take any action that would make any representation or warranty of such Seller contained herein untrue or incorrect or would result in a breach by such Seller of its obligations under this Agreement. Each Seller further agrees not to enter into any agreement or commitment understanding with any Person person or entity, the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth violative of any provision contained in this Section 1Agreement. Anything herein The parties agree to execute and deliver such other agreements, proxies, certificates or other documents as may be required by Buyer or Broker to carry out the contrary notwithstanding, intent of this Agreement. The obligations of the Sellers under this Section 1 1.4 shall not require any Stockholder to appear at such meeting, in person survive the expiration or by proxy, or to vote, or cause to be voted any Shares termination of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants and 5.1 Each Investor hereby agrees that, prior until the Lockup Date, (A) without prejudice to the Expiration Daterights of the Investor set forth in clause (B), such Investor shall not, and 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 duly called meeting of the stockholders shareholders of Belo the Company, however called, or at any adjournment or postponement thereof (or any adjournment, postponement or continuation thereofa “Company Shareholders’ Meeting”), and or in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company: (i) such Investor shall, and shall cause its Affiliates who hold any Company Securities to, appear at such Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by such Investor or its Affiliates to be counted as present thereat for the purpose of establishing a quorum 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 (ii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the Merger or shareholders of the Merger Agreement is soughtCompany, Stockholder shall appear at such meeting, in person or by proxyInvestor shall, and shall votecause its Affiliates who hold any Company Securities to, vote and cause to be voted, voted all Shares of Stockholder: (i) Company Securities Beneficially Owned by such Investor or its Affiliates in favor of the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated manner recommended by the Merger Agreement Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (and any actions required including by written consent) is sought, in furtherance thereofthe case of (B), (x) to the extent such Company Securities may be voted on such matter and (iiy) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not such matter (1) that relates to enter into a transaction between the Company, on the one hand, and any agreement Affiliate of the Company or commitment with any Person officer, director, shareholder or member of the effect Company or any of which would be inconsistent with or otherwise violate its Affiliates, on the provisions and agreements set forth in this Section 1. Anything herein other hand, (2) that relates to the contrary notwithstandingdisposition of a material portion of the assets or securities of the Company and its Subsidiaries (as defined in the Share Purchase Agreement), this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxytaken as a whole, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action (3) that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed constitutes a material restriction or additional condition hereunderviolation of applicable Law by the Company.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the Closing Date and agrees that(b) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), prior to the Expiration DateShareholder irrevocably and unconditionally hereby agrees, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of the stockholders Company's shareholders, however called, or in connection with any written consent of Belo the Company's shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and other shares of Common Stock over which he or she has acquired beneficial ownership after the date hereof (including any adjournmentshares of Common Stock acquired by means of purchase, postponement dividend or continuation thereofdistribution, or issued upon the exercise of any stock options to acquire Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the "New Shares" and, together with the Existing Shares, the "Shares"), and in any other circumstances other than a duly called meeting which he or she owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo upon which calculating a vote, consent quorum and (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with postpone such meeting of the Merger or the transactions contemplated by Company's shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (BC) 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 (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Company contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage materially impede or frustrate materially delay the purposes of Company's or adversely affect Parent's ability to consummate the consummation of the Merger or the other 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 or as a trustee or a limited general partner in any entity holding Shares, and, to the extent the Shareholder serves as a member of the board of directors or officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the fulfillment of Belo’s Shareholder in Shareholder's capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or change shall be construed to prohibit, limit or restrict Shareholder from exercising 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 any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments he or she has in such shareholder entity to carry out the Amended intents and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present his or her support and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or voting obligations in this paragraph and otherwise violate the provisions and agreements set forth in this Section 1Agreement. Anything herein 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 contrary notwithstandingShares and (y) has not granted, this Section 1 and shall not require any Stockholder to appear at such meetinggrant during the Support Period, in person or by a proxy, consent or power of attorney with respect to vote, or cause the Shares except any proxy to be voted any Shares carry out the intent of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder Each Shareholder covenants and agrees that, prior to the Expiration Date, at any duly called meeting of the stockholders shareholders of Belo Company (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders shareholders of Belo Company upon which a vote, consent or other approval (including by written consent) of the shareholders of Company with respect to the Merger or the Merger Agreement is sought, Stockholder such Shareholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholdersuch Shareholder: (i) in favor of (A) the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) and (B) the approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement (or any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo Company under the Merger Agreement or of Stockholder such Shareholder under this Agreement, (C) any merger, reorganization, consolidation, business combination, recapitalization, binding share exchange, business combinationliquidation, dissolution, joint venture, sale of assets or other similar transaction with or involving Belo Company and any party other than GannettParent, including any Acquisition Company Takeover Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of BeloCompany’s or GannettParent’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)Agreement. Any such vote shall be cast (or consent shall be given) by Stockholder such Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder Each 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 in this Section 1. Anything The voting agreements contained herein are coupled, and shall be deemed coupled, with an interest and may not be modified, rescinded or revoked in any manner that would render the consummation of the Merger pursuant to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement illegal, impermissible or take any action that results or could result in ultra xxxxx during the amendment or modification, or a waiver term of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants Until the third anniversary of the Closing, the Purchaser shall take such action as may be required so that all of the Shares and agrees thatthe shares of Common Stock owned, prior directly or indirectly, of record or beneficially by the Purchaser (including the shares of Common Stock issued upon conversion of the Shares) (a) that are entitled to the Expiration Date, vote at any duly called each meeting of the stockholders of Belo the Company are voted at each such meeting of stockholders and at every postponement or adjournment thereof (i) in favor of each director nominated or recommended by the Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Board of Directors, (ii) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (iii) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any adjournmentsuccessor committee, postponement or continuation thereofhowever denominated), (iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (v) in favor of any Merger and (b) are tendered pursuant to any Tender Offer in which Purchaser is eligible to participate. Except as set forth in the preceding sentence, no Purchaser shall be under any obligation to vote in the same manner as recommended by the Board of Directors or in any other circumstances manner, other than a duly called meeting of the stockholders of Belo upon which a votein its sole discretion, consent or other approval (including by written consent) with respect to any other matter. In furtherance of the Merger or foregoing, until the Merger Agreement third anniversary of the Closing, the Purchaser shall take such action as may be required so that the Purchaser is sought, Stockholder shall appear at such meetingpresent, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (i) in favor at each meeting of the approval stockholders of the Merger Agreement Company and approval at every postponement or adjournment thereof so that all of the Merger Shares and the other transactions contemplated shares of Common Stock owned, directly or indirectly, of record or beneficially by the Merger Agreement Purchaser (and any actions required in furtherance thereof), and (iiincluding the shares of Common Stock issued upon conversion of the Shares) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably may be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate counted for the purposes of or adversely affect determining the consummation presence of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms and conditions of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Section 4.4.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (i) the Effective Time and agrees that, prior to (ii) the Expiration Date, at any duly called meeting termination of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is soughtin accordance with its terms (the "Support Period"), Stockholder Director agrees that at any stockholder meeting of Parent to adopt the Merger Agreement or to approve the issuance of Parent Common Stock in connection with the Merger, or any adjournment or postponement thereof, the Director shall appear at such meeting, be present (in person or by proxy, ) and shall vote, and vote (or cause to be voted) the voting shares of capital stock of Parent owned by such Director as of the date hereof along with all such shares that the Director may acquire from time to time after the date hereof, all Shares of Stockholder: in each case that are entitled to vote at such meeting (itogether, "Owned Shares"): (a) in favor of (1) approval and adoption of the Merger Agreement, (2) approval of the Merger Agreement issuance of Parent Common Stock in connection with the Merger, and (3) approval of the Merger and the other transactions contemplated by any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to adopt the Merger Agreement (and any actions required or approve the issuance of Parent Common Stock in furtherance thereof), connection with the Merger; and (iib) against (A) any proposal made in opposition action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or in competition with that would otherwise be inconsistent with, prevent, impede or delay the Merger or consummation of the transactions contemplated by the Merger Agreement; provided, (B) any actionthat the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Parent. Director represents and warrants and covenants and agrees that, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under except for this Agreement, he or she (Cx) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposalhas not entered into, and (D) shall not enter into during the Support Period, any other action voting agreement or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent trust with respect to any Shares. Stockholder agrees the Owned Shares and (y) has not to enter into any agreement granted, and shall not grant during the Support Period, a proxy, consent or commitment power of attorney with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein respect to the contrary notwithstanding, Owned Shares except any proxy to carry out the intent of this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderAgreement.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of the IIBK Shareholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of IIBK’s shareholders, however called, or in connection with any written consent of IIBK’s shareholders, the Shareholder shall1 (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities of IIBK over which such Shareholder 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 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 IIBK Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo (or any adjournment, postponement or continuation thereof)calculating a quorum, and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with the Merger or the transactions contemplated by postpone such meeting of IIBK’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under IIBK contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or 1 For Director Xxxxxx X. Xxxxxx’x voting agreement only, the following language will be added: “(and Shareholder shall use his reasonable best efforts to cause any shares of Common Stock held by the Koontenai Tribe of Idaho to) frustrate the purposes of or adversely affect the consummation of the Merger or the other 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, Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or the fulfillment officer of BeloIIBK or any of its subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to IIBK or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments such Shareholder has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present 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 purposes of recording this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the results of such vote (Support Period, any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Each Stockholder covenants and hereby agrees that, prior from and after the date hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the Expiration “Termination Date”), that at any duly called meeting of the stockholders of Belo the Company, however called, it will cause the Shares such Stockholder benefically owns to be counted as present (or absent if requested by Parent or Acquisition Sub) thereat for purposes of establishing a quorum and to vote or consent and that at any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a votethe Company, however called, and in any action by consent or other approval (including by written consent) with respect to of the Merger or stockholders of the Merger Agreement is soughtCompany, such Stockholder shall appear at such meeting, in person vote (or by proxy, and shall vote, and cause to be voted, ) all of such Stockholder’s Shares of Stockholder: (i) in favor of the approval and adoption of the Merger Agreement and approval of Agreement, the Merger and all the other transactions contemplated by the Merger Agreement (and any actions required this Agreement and otherwise in furtherance thereof), and such manner as may be necessary to consummate the Merger; (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, agreement or transaction or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, obligation, agreement, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of such Stockholder under contained in this Agreement; and (iii) against any action, agreement, transaction (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal, and (D) that could reasonably be expected to result in any other action of the conditions to the Offer or proposal to the consummation of which wouldCompany’s obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected toexpected, prevent, to impede, interfere withinterfere, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)this Agreement. Any vote by such vote shall be cast (or consent shall be given) by Stockholder that is not in accordance with such procedures relating thereto so as this Section 2.01 shall be considered null and void, and the provisions of Section 2.02 shall be deemed to ensure take immediate effect. Notwithstanding the foregoing, or anything else to the contrary stated herein, the voting provisions of this Section 2.01 shall not apply to any Shares that it is duly counted, including for purposes at the applicable time had been disposed of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. 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 Effective Time only as specifically set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderSchedule A hereto.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (a) the final adjournment of the CMYF Shareholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and agrees thatunconditionally hereby agrees, prior to the Expiration Date, that at any duly called meeting (whether annual or special and each adjourned or postponed meeting) of CMYF’s shareholders, however called, or in connection with any written consent of CMYF’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of his or her Existing Shares and all other shares of Common Stock or voting securities of CMYF over which such Shareholder 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 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 CMYF Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Shareholder owns or controls as of the stockholders applicable record date, to be counted as present thereat for purposes of Belo (or any adjournment, postponement or continuation thereof)calculating a quorum, and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent (ii) vote or other approval cause to be voted (including by proxy or written consent, if applicable) with respect to the Merger or the Merger Agreement is sought, Stockholder shall appear at all such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholder: (iA) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by thereby, including the Merger Agreement Merger, (and any actions required B) in furtherance thereof), and (ii) against (A) favor of any proposal made in opposition to adjourn or in competition with the Merger or the transactions contemplated by postpone such meeting of CMYF’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (BC) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement which would, or that would reasonably be expected to, likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under CMYF contained in the Merger Agreement Agreement, or of Stockholder under the Shareholder contained in this Agreement, or (C2) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other 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, Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or the fulfillment officer of BeloCMYF (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or Gannett’s conditions officer, including in exercising rights under the Merger Agreement Agreement, and no such actions or change omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to CMYF or its shareholders. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any manner partner, shareholder or trustee 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 of any class of capital stock of Belo (including any amendments such Shareholder has in such shareholder entity to carry out the Amended intent and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present 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 purposes of recording this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the results of such vote (Support Period, any voting agreement or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent 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 Sharesproxy to carry out the intent of this Agreement. Stockholder The Shareholder agrees not to enter into any agreement or commitment with any Person person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderherein.

Voting Agreement. Stockholder Each Shareholder covenants and agrees that, prior to the Expiration Date, at any duly called meeting of the stockholders shareholders of Belo Company (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders shareholders of Belo Company upon which a vote, consent or other approval (including by written consent) of the shareholders of the Company with respect to the Merger or the Merger Agreement is sought, Stockholder such Shareholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of Stockholdersuch Shareholder: (i) in favor of (A) the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) and (B) the approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement (or any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo Company under the Merger Agreement or of Stockholder such Shareholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo Company and any party other than GannettParent, including any Acquisition Company Takeover Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of BeloCompany’s or GannettParent’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)Agreement. Any such vote shall be cast (or consent shall be given) by Stockholder such Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder Each 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 in this Section 1. Anything The voting agreements contained herein are coupled, and shall be deemed coupled, with an interest and may not be modified, rescinded or revoked in any manner that would render the consummation of the Merger pursuant to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement illegal, impermissible or take any action that results or could result in ultra xxxxx during the amendment or modification, or a waiver term of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderthis Agreement.

Voting Agreement. Stockholder covenants From the date hereof until the earlier of (i) the Effective Time and agrees that, prior to (ii) the Expiration Date, at any duly called meeting termination of the stockholders of Belo (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is soughtin accordance with its terms (the “Support Period”), Stockholder Director agrees that at any stockholder meeting of Parent to adopt the Merger Agreement or to approve the issuance of Parent Common Stock in connection with the Merger, or any adjournment or postponement thereof, the Director shall appear at such meeting, be present (in person or by proxy, ) and shall vote, and vote (or cause to be voted) the voting shares of capital stock of Parent owned by such Director as of the date hereof along with all such shares that the Director may acquire from time to time after the date hereof, all Shares of Stockholder: in each case that are entitled to vote at such meeting (itogether, “Owned Shares”): (a) in favor of (1) approval and adoption of the Merger Agreement, (2) approval of the Merger Agreement issuance of Parent Common Stock in connection with the Merger, and (3) approval of the Merger and the other transactions contemplated by any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to adopt the Merger Agreement (and any actions required or approve the issuance of Parent Common Stock in furtherance thereof), connection with the Merger; and (iib) against (A) any proposal made in opposition action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or in competition with that would otherwise be inconsistent with, prevent, impede or delay the Merger or consummation of the transactions contemplated by the Merger Agreement; provided, (B) any actionthat the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Parent. Director represents and warrants and covenants and agrees that, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo under the Merger Agreement or of Stockholder under except for this Agreement, he or she (Cx) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposalhas not entered into, and (D) shall not enter into during the Support Period, any other action voting agreement or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof). Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Stockholder shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent trust with respect to any Shares. Stockholder agrees the Owned Shares and (y) has not to enter into any agreement granted, and shall not grant during the Support Period, a proxy, consent or commitment power of attorney with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein respect to the contrary notwithstanding, Owned Shares except any proxy to carry out the intent of this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunderAgreement.

Voting Agreement. The Principal Stockholder covenants and hereby agrees that, prior to that during the Expiration Date, Restricted Period (as defined below) at any duly called meeting of the stockholders of Belo (or any adjournmentthe Company, postponement or continuation thereof)however called, and in any other circumstances other than a duly called meeting action by consent of the stockholders of Belo upon which a votethe Company, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, Principal Stockholder shall appear at such meeting, in person vote his Shares or by proxy, and shall vote, and cause his Shares to be voted, all Shares of Stockholder: (ia) in favor of the approval of Merger, the Merger Agreement and approval of the Merger (as amended from time to time) and the other transactions contemplated by the Merger Agreement (the "PROPOSED TRANSACTIONS") and (b) against any actions required proposal (other than in furtherance thereof)respect of the Proposed Transaction) for any: (i) merger, and consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any other material corporate transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Proposed Transactions; (ii) against (A) any proposal made a sale, lease, exchange, transfer or other disposition of 20% or more of the assets of the Company in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, a single transaction or series of transactions; or (iii) the acquisition by any person or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent or its affiliates (herein, a "THIRD PARTY"), of "beneficial ownership" of 15% or more of the Company's voting stock whether by tender offer or exchange offer or otherwise and including a self tender offer, merger, sale of assets or other business combination between the Company and any person or entity or any other action or agreement which would, or that would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of Stockholder under this Agreement, (C) which could result in any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo and any party other than Gannett, including any Acquisition Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or conditions to the other transactions contemplated by the Merger Agreement or the fulfillment of Belo’s or Gannett’s conditions Company's obligations under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)not being fulfilled. Any such vote shall be cast (or consent shall be given) by Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for For purposes of determining that a quorum is present and for purposes of recording this Agreement, the results of such vote (or consent). Stockholder term "RESTRICTED PERIOD" shall provide Gannett with at least five (5) Business Days’ prior written notice prior to signing any action proposed to be taken by written consent with respect to any Shares. Stockholder agrees not to enter into any agreement or commitment with any Person mean the effect of time during which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result remains in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereundereffect and for 12 months thereafter.

Voting Agreement. Each Significant Stockholder covenants and agrees that, prior to the Expiration DateDate (as defined below), at any duly called meeting of the stockholders of Belo the Company (or any adjournment, postponement or continuation thereof), and in any other circumstances other than a duly called meeting of the stockholders of Belo the Company upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, such Significant Stockholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of such Significant Stockholder: (i) in favor of (A) the approval of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), ) and (B) the approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement (or any actions required in furtherance thereof) and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which that would, or would could reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Belo the Company under the Merger Agreement or of such Significant Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving Belo the Company and any party other than GannettParent, including any Acquisition Alternative Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Belothe Company’s or GannettParent’s conditions under the Merger Agreement or change in any manner the voting rights of any class of capital stock of Belo (including any amendments to the Amended and Restated Certificate of Incorporation of Belo or the Amended and Restated Bylaws of Belo, in each case as amended as of the date hereof)Agreement. Any such vote shall be cast (or consent shall be given) by such Significant Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Each Significant Stockholder shall provide Gannett Parent with at least five (5) Business Daysbusiness days’ prior written notice prior to signing any action (other than the action contemplated by Section ‎1(a)) proposed to be taken by written consent with respect to any Shares. Each Significant 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 in this Section 1. Anything herein to the contrary notwithstanding, this Section 1 shall not require any Stockholder to appear at such meeting, in person or by proxy, or to vote, or cause to be voted any Shares of Stockholder to amend the Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount the Merger Consideration or changes the form of the Merger Consideration or (ii) imposes any material restrictions on or additional conditions on the payment of the Merger Consideration to stockholders; provided, however, that any extension of the Outside Date in accordance with the terms of the Merger Agreement shall not be deemed a material restriction or additional condition hereunder‎1.