Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer that, at a meeting of the Company Stockholders, if any, however called, or in connection with any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.

Voting Agreement. The Stockholder hereby irrevocably and unconditionally covenants and agrees that during the Voting Period (a) Shareholder hereby agrees with Parent and Buyer thatas defined below), at a any meeting of the stockholders of the Company Stockholders, if any(whether annual or special), however called, or at any adjournment or postponement thereof or in connection any other circumstances (including an action by written consent) upon which a vote or other approval is sought with respect to any written consent of the Company Shareholders matters referred to in lieu of a meetingclause (ii) below, Shareholder the Stockholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) when a meeting is held, appear at such meeting 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 (ii) vote (or cause to be voted) in person or by proxy the Covered Shares as to which the Stockholder controls the right to vote (A) in favor of approval the adoption of the Merger Agreement and any actions required in furtherance of the Transactionstransactions contemplated by the Merger Agreement, including without limitation voting such Shares (B) in favor of the election approval of any other matter to be approved by the stockholders of the Company Board and in connection with the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) Merger, the adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) against any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation 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 business combination than pursuant to the Merger) or any other Alternative Transaction, (D) against any amendment of the Company’s certificate of incorporation or by-laws other than as permitted by the Merger Agreement, (E) in a manner that is not inconsistent with the publicly stated position or recommendation of Parent (but only to the extent Parent publicly states a position or recommendation) with respect to any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Acquired Subsidiaries and any other PersonMerger Agreement, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the OfferStockholder Approval, the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock, and (F) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as permitted by the Merger Agreement). For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of this Agreement in accordance with its terms pursuant to Section 5.1 hereof. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting Agreement. (a) Shareholder Stockholder hereby agrees with Parent and Buyer Acquisition that, at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany's stockholders, Shareholder Stockholder shall vote the Shares Beneficially Owned by ShareholderStockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactionstransactions contemplated thereby, including without limitation voting such Shares shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a1.3(a) of the Merger Agreement at any meeting of the Company Shareholders Company's stockholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition ProposalThird Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of the Company Board (other than as contemplated by Section 2.3(a) 1.3 of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries its subsidiaries and any other PersonThird Party, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's of its subsidiaries' business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiariesits subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsCertificate of Incorporation or bylaws, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on materially adversely affect the Offer, the Merger or any of the other Transactions.transactions contemplated by the Merger Agreement or the Stock Option Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean Stockholder's having such ownership, control or power to direct the voting with respect to, or otherwise enables Stockholder to legally act with respect to, such securities as contemplated hereby, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Securities Beneficially Owned by Stockholder shall (i) include securities Beneficially Owned by all other persons with whom Stockholder would constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act") and (ii) exclude, until their issuance, any Shares issuable upon exercise of options held by Stockholder. Stockholder and Parent acknowledge and agree that nothing in this subsection (b) shall require or be construed to require

Voting Agreement. (a) Each Shareholder hereby agrees with Parent that during the period commencing on the date hereof and Buyer thatcontinuing until the termination of this Agreement, at a any meeting of the holders of Company Stockholders, if anyCommon Stock, however called, or in connection with any written consent of the holders of Company Shareholders in lieu of a meetingCommon Stock, such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Shareholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board thereof and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorshereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger AgreementAgreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of against the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (CA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, Company Subsidiaries; (DB) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of BusinessCompany Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or Company Subsidiaries; (C) (1) any change in a majority of the Acquired Subsidiaries, persons who constitute the Board of Directors of the Company; (E2) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.Articles of

Voting Agreement. Each Stockholder, by this Agreement, ---------------- does hereby (a) Shareholder hereby agrees with agree to appear (or not appear, if requested by Parent and Buyer thator Purchaser) at any annual, at a special, postponed or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu of a meeting, Shareholder shall vote or otherwise cause the Shares Beneficially Owned such Stockholder beneficially owns to be counted as present (or absent, if requested by ShareholderParent or Purchaser) thereat for purposes of establishing a quorum and to vote or consent, whether heretofore owned and (b) constitute and appoint Parent and Purchaser, or hereafter acquiredany 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 such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the State of New York may require or permit), in the case of both (a) and (b) above, (ix) in favor of approval and adoption of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board approval and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; other transactions contemplated thereby and (iiy) against (1) any Acquisition Proposal, (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Agreement and (iii3) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the other transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the board of directors of the Company or any of its subsidiaries as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documentsor any of its subsidiaries' certificate of incorporation or bylaws, as amended to date; (FC) any other material change in the Company's or any Acquired Subsidiary's of its subsidiaries' corporate structure or affecting its business, ; or (GD) any other action which that is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on adversely affect the Offer, the Merger or any of and the other Transactionstransactions 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 shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any 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 best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the 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 its commitments, arrangements and understandings under this Agreement. Notwithstanding the foregoing, Xxxxxx Xxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx are not bound by the terms of this Section 8.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer that, at a At every annual or special meeting of the Company Stockholders, if anystockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the Company Shareholders stockholders of the Company, each Stockholder hereby irrevocably and unconditionally agrees to, in lieu each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a meetingquorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), Shareholder shall vote the or deliver (or cause to be delivered) a written consent with respect to, all of such Stockholder’s Subject Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement Contract that would reasonably be expected to (A) result in a breach in any respect of any covenant, representation or warranty or any other obligation of any Stockholder contained in this Agreement, or agreement (B) result in any of the Company under conditions set forth in Article X or Annex I of the Merger AgreementAgreement not being satisfied on or before the End Date; and (ii) against any change in the membership of the Board of Directors (except as expressly permitted by Parent), (iii) except as otherwise agreed against any Acquisition Proposal and against any other action, Contract or transaction that is intended, or would reasonably be expected, to in writing in advance frustrate the purpose of, impede, hinder, interfere with, prevent, materially delay or materially postpone or adversely affect the consummation of the transactions contemplated by Parentthe Merger Agreement (including the Offer or the Merger) or that is intended, against: (A) any or would reasonably be expected, to facilitate the entry into or consummation of a definitive agreement with respect to an Acquisition Proposal, including (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (CA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of (other than the Acquired Subsidiaries and any other PersonMerger), (DB) a any sale, lease, license or transfer of all or disposition of any assets substantially all of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiariesreorganization, (E) any change in the present capitalization of the Company recapitalization, liquidation or any amendment winding up of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (GC) any other action which is intended, amendment to the Company certificate of incorporation or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, bylaws and (iv) for so long as the Merger or Agreement remains in effect, in favor of any of matter reasonably necessary to consummate the other Transactionstransactions contemplated by the Merger Agreement (including the Offer and the Merger). The Stockholder shall provide Parent with at least two Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer that, at a At any duly noticed meeting of stockholders of the Company Stockholders, if any, however called, or in connection with any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall called to vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of upon the Merger Agreement and the transactions contemplated thereby or at any actions required adjournment thereof or in furtherance of the Transactionsany other circumstances upon which a vote, consent or other approval (including without limitation voting such Shares in favor of the election by written consent) with respect to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at and the transactions contemplated thereby is sought, the Voting Trustees shall vote (or cause to be voted) the Subject Shares in accordance with the Voting and Tendering Instructions. At any duly noticed meeting of stockholders of the Company Shareholders called for or any adjournment thereof or in any other circumstances upon which the election of directors; stockholders' vote, consent or other approval is sought, the Voting Trustees shall be present (iiin person or by proxy) against and shall vote (or cause to be voted) the Subject Shares against: (a) any action action, proposal or agreement that would could 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 the Company under the Merger Agreement, or which could reasonably be expected to result in any of the conditions set forth in Article VIII or Exhibit A of the Merger Agreement not being fulfilled; (b) any Business Combination or any Takeover Proposal (as hereinafter defined), in either case other than the Merger, the Merger Agreement and the transactions contemplated thereby; and (iiic) except as otherwise agreed to in writing in advance by Parent, against: (Ai) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other extraordinary corporate transaction other than as contemplated by Section 2.3(a) of the Merger, the Merger Agreement), (C) any extraordinary corporate transactionAgreement and the transactions contemplated thereby, such as a merger, consolidation consolidation, business combination, reorganization, recapitalization or other business combination liquidation involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution sale or liquidation transfer of a material amount of the assets of the Company or any of the Acquired Subsidiaries, its subsidiaries or (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (Fii) any other material change proposal or transaction not covered by the foregoing which would in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to manner impede, interfere withfrustrate, delayprevent, postpone delay or have a material adverse effect on nullify the OfferMerger, the Merger Agreement or any of the other Transactionstransactions contemplated thereby.

Voting Agreement. Each Shareholder, by this Agreement and during its term, does hereby (a) Shareholder hereby agrees with Parent and Buyer thatagree that at any annual, at a special, postponed or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent Shareholders of the Company Shareholders in lieu of a meeting, Shareholder shall vote it will cause the Shares Beneficially Owned such Shareholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum in order to vote or consent and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his, her or its true and lawful attorney and proxy for and in his, her or its name, place and stead, to vote all the Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the Shareholders of the Company (and this appointment will include the right to sign his, her or its name (as Shareholder) to any consent, whether heretofore owned certificate or hereafter acquiredother document relating to the Company that the laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) and (b) above, (ix) in favor of approval and adoption of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board approval and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; other transactions contemplated thereby and (iiy) against (1) any Acquisition Proposal, (2) any action or agreement that would could 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 the Company under the Merger Agreement; Agreement or this Agreement and (iii3) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the other transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the board of directors of the Company or any of its subsidiaries as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents’s or any of its subsidiaries’ articles or certificate of incorporation or bylaws, as amended to date; (FC) any other material change in the Company's ’s or any Acquired Subsidiary's of its subsidiaries’ corporate structure or affecting its business, ; or (GD) any other action which that is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on adversely affect the Offer, the Merger or any of and the other Transactionstransactions 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 Shareholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Shareholder hereby revokes all and any other proxies with respect to the Shares that such Shareholder may have heretofore made or granted. For Shares as to which a Shareholder is the beneficial but not the record owner, such Shareholder shall use his, her or its reasonable best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein. Each Shareholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Shareholder’s identity and ownership of Securities and the nature of his, her or its commitments, arrangements and understandings under this Agreement.

Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) Shareholder hereby agrees with Parent and Buyer thatagree to appear (or not appear, if requested by Purchaser or Merger Sub) at a any annual, special, postponed or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders or otherwise cause the shares of Common Stock such Stockholder beneficially owns to be counted as present (or absent, if requested by Purchaser or 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 lieu his name, place and steax, xx vote all the shares of a meetingCommon Stock such Stockholder beneficially owns at the time of such vote, Shareholder shall vote at any annual, special, postponed or adjourned meeting of the Shares Beneficially Owned by Shareholderstockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, whether heretofore owned certificate or hereafter acquiredother document relating to the Company that laws of the State of Delaware and the Commonwealth of Massachusetts may require or permit), in the case of both (a) and (b) above, (ix) in favor of approval and adoption of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board approval and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; other transactions contemplated thereby and (iiy) against (1) any Alternative Proposal, (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Agreement and (iii3) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the other transactions contemplated by Section 2.3(a) of the Merger Agreement), Agreement and the Ancillary Documents): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the board of directors of the Company or any of its Subsidiaries as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documentsor any of its Subsidiaries' certificate of incorporation or bylaws, as amended to date; (FC) any other material change in the Company's or any Acquired Subsidiary's of its Subsidiaries' corporate structure or affecting its business, ; or (GD) any other action which that is intended, or is likelycould be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on adversely affect the Offer, the Merger or any of and the other Transactions.transactions contemplated by this Agreement, the Merger Agreement and the Ancillary Documents. 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 shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other proxies with respect to the shares of Common Stock that such Stockholder may have heretofore made or granted. For shares of Common Stock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts

Voting Agreement. (a) Each Shareholder hereby covenants and agrees with Parent and Buyer that, prior to the Expiration Date, at a any duly called meeting of the shareholders of Company Stockholders(or any adjournment, if anypostponement or continuation thereof), however called, or and in connection with any written consent other circumstances other than a duly called meeting of the shareholders of Company Shareholders in lieu upon which a vote, consent or other approval (including by written consent) of a the shareholders of Company with respect to the Merger or the Merger Agreement is sought, such Shareholder shall appear at such meeting, in person or by proxy, and shall vote, and cause to be voted, all Shares of such Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, that are entitled to vote: (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 the Transactions, including without limitation voting any proposal to adjourn or postpone such Shares in favor of the election meeting to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant a later date if there are not sufficient votes to Section 2.3(a) of approve the Merger Agreement at and the Merger and the other transactions contemplated by the Merger Agreement (or any meeting of the Company Shareholders called for the election of directors; actions required in furtherance thereof), and (ii) against (A) any action 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 that which would, or 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 the Company under the Merger Agreement or of such Shareholder under this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other consolidation, business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganizationcombination, recapitalization, dissolution binding share exchange, liquidation, dissolution, joint venture, sale of assets or liquidation of the other similar transaction with or involving Company or and any of the Acquired Subsidiariesparty other than Parent, including any Company Takeover Proposal, and (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (GD) any other action or proposal the consummation of which is intendedwould, or is likelycould reasonably be expected to, to prevent, impede, interfere with, delay, postpone postpone, discourage or have a material adverse effect on frustrate the Offer, purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of Company’s or Parent’s conditions under the Merger Agreement. Any such vote shall be cast (or consent shall be given) by 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). 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. 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 other TransactionsMerger pursuant to the Merger Agreement illegal, impermissible or ultra xxxxx during the term of this Agreement.

Voting Agreement. (a) Shareholder Each Stockholder, by this Agreement, does hereby agrees constitute and appoint Liberty, or any nominee thereof, with Parent full power of substitution, during and Buyer thatfor 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 such Stockholder beneficially owns at the time of such vote, at a any annual, special or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu (and this appointment will include the right to sign on its behalf (as a stockholder) to any consent, certificate or other document relating to the Company that laws of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned State of Delaware may require or hereafter acquired, permit) (ix) in favor of approval and adoption of the Merger Agreement and the other transactions contemplated thereby and (y) against (a) any actions required Extraordinary Transaction (as defined in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; Agreement), (iib) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Agreement and (iiic) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the other transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a substantial amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course one of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries or (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the Board of Directors of the Company as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws of the Company's Organizational Documents, as amended through the date hereof; (FC) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, ; or (GD) any other action which that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on adversely affect the Offer, 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 during and for the term of this Agreement. Each Stockholder hereby revokes all and any 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 the Stockholders are the beneficial but not the record owner, each Stockholder shall use its reasonable best efforts to cause any record owner of such Shares to grant to Liberty a proxy to the other Transactionssame effect as that contained herein.

Voting Agreement. From the date hereof until the earlier of (a) Shareholder hereby agrees with Parent and Buyer that, at a meeting the final adjournment of the Company StockholdersStockholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), if anythe Stockholder irrevocably and unconditionally hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany’s stockholders, Shareholder the Stockholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (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 the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote and the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any 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”), which such Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Merger Agreement and any actions required in furtherance the approval of the Transactionstransactions contemplated thereby, including without limitation voting such Shares the Merger, (B) in favor of any proposal to adjourn or postpone such meeting of Purchaser’s stockholders to a later date if there are not sufficient votes to approve the election Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Joint Proxy Statement-Prospectus and submitted to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting stockholders of the Company Shareholders called for in connection with the election of directors; Merger, (iiD) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (E) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority or of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Stockholder contained in this Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G2) any other action which is intendedprevent, or is likely, to impede, interfere with, delay, postpone postpone, discourage or have a material adverse effect on frustrate the Offer, purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or any her capacity as a stockholder and, to the extent the Stockholder serves as a member of the other Transactionsboard of directors or as an officer of the Company, nothing in this Agreement shall limit or affect any actions or omissions taken by the Stockholder solely in the Stockholder’s capacity as such a director or officer and not in violation of the Merger Agreement. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer that, at a At any meeting of the Company Stockholders, if anystockholders of the Company, however called, or at any adjournment thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders of the Company Shareholders in lieu is sought, Stockholder shall, and shall cause any other holder of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, record 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 (A) in favor of the approval of the Merger Purchase Agreement and any actions required in furtherance the Notes, including the execution and delivery by the Company of the TransactionsPurchase Agreement and the Notes, including without limitation voting such Shares the approval of the terms thereof and each of the other actions, agreements, or transactions contemplated by the Purchase Agreement, the Notes and this Agreement, (B) in favor of the election approving any amendment to the Company’s articles of incorporation as contemplated by the Purchase Agreement (the “Articles Amendment”) and in favor of any amendment to any certificate of designation of preferences of any series of preferred stock of the Company Board (the “Existing Preferred Stock”), to the extent that the Stockholder or its Affiliates have beneficial ownership of any shares of any such series of Existing Preferred Stock (the “Certificates Amendments”), (C) in favor of any approvals necessary or required under the rules and regulations of Nasdaq in connection with the transactions contemplated by the Purchase Agreement and the Notes and the issuance of any Securities, including approval of the sale and issuance by the Company of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares under Nasdaq Listing Rule 5635 (the “Regulatory Approvals”), (D) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Purchase Agreement or the Notes, the Articles Amendment, the Certificates Amendments or the Regulatory Approvals, (E) against any Alternative Transaction (as defined in the Purchase Agreement), (F) against any change in the business, management or Board of Directors of each Acquired Subsidiary of each person designated the Company (other than (x) in connection with the transactions described in clauses (A)-(C) or (y) as approved by Parent for nomination thereto pursuant to Section 2.3(a) a majority of the Merger Agreement at any meeting Board of the Company Shareholders called for the election of directors; Directors) and (iiG) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Purchase Agreement, the Notes, the approval of the Articles Amendment or the Certificates of Amendment, or the Regulatory Approvals, (2) result in a breach in any respect of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and Purchase Agreement or the Notes, or (iii3) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority any manner the dividend policy or capitalization of, including the voting rights of the individuals whoany class of capital stock of, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Purchase Agreement), (C) . Stockholder shall not commit or agree to take any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving action inconsistent with the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsforegoing.

Voting Agreement. (a) Shareholder Stockholder hereby agrees with Parent and Buyer that, at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany's stockholders, Shareholder Stockholder shall vote the any Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the Transactions, including without limitation voting such Shares transactions contemplated thereby; provided that there has been no material change in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at attached hereto as Exhibit B and that Stockholder shall not be required to vote for any meeting action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company Shareholders called for in respect of their shares of Company capital stock in the election of directorsMerger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under the Merger AgreementAgreement or that would prevent the consummation of the Merger; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition Proposal, (as defined below); (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of Company Board (other than except as contemplated by Section 2.3(a) of the Merger Agreement), ; (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any Third Party (as defined below), other Person, than the Merger; (D) a sale, lease, transfer or disposition of any all or substantially all of the assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course ordinary course of Businessbusiness, or of any assets which that are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, Company; (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsCertificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which that is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

Voting Agreement. From the date hereof until the earlier of (ai) Shareholder hereby the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Director agrees with Parent and Buyer that, that at a any shareholder meeting of the Company Stockholders, if any, however calledto approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present (in connection with any written consent person or by proxy) and shall vote (or cause to be voted) all of his voting shares of capital stock of the Company Shareholders in lieu of a meetingentitled to vote at such meeting (together, Shareholder shall vote the Shares Beneficially “Owned by Shareholder, whether heretofore owned or hereafter acquired, Shares”): (ia) in favor of approval of (1) the Merger Agreement and the transactions contemplated thereby, (2) any actions other matter that is required in furtherance of to facilitate the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at and (3) any proposal to adjourn or postpone such meeting of to a later date if there are not sufficient votes to approve the Company Shareholders called for the election of directorsMerger Agreement; and (iib) against any action or agreement submitted for approval to the shareholders of the Company that would (1) result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B2) result in any change in a majority of the individuals who, as of conditions to the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) consummation of the Merger under the Merger Agreement not being fulfilled, or (3) impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement); provided, (C) any extraordinary corporate transaction, such that the foregoing applies solely to the Director in his capacity as a merger, consolidation or other business combination involving shareholder and nothing in this Agreement shall prevent the Company or any Director from discharging his fiduciary duties with respect to his role on the Board of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets Directors of the Company's . The Director covenants and agrees that, except for this Agreement, he (a) has not entered into, and shall not enter during the Support Period any voting agreement or voting trust with respect to the Owned Shares, (b) 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 Acquired Subsidiary's business outside proxy to carry out the Ordinary Course intent of Businessthis Agreement, and (c) has not taken and shall not take any action that would have the effect of preventing or any assets which are material to its business whether or not in disabling the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or Director from performing any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsobligations under this Agreement.

Voting Agreement. (a) Shareholder The Stockholder and the Trustee, subject to the terms of this Agreement, hereby agrees with irrevocably grant to, and appoint, Parent and Buyer thatany other Person designated by Parent from time to time, the Stockholder's and the Trustee's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Stockholder's and the Trustee's Shares, or grant a consent or approval in respect of such Shares, at a any meeting of stockholders of the Company Stockholders, if any, however called, or at any adjournment thereof or in connection with any written other circumstances upon which their vote, consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquiredother approval is sought, (i) in favor of approval of (A) the Merger, (B) the Merger Agreement and any actions required in furtherance of (C) the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at Agreement, including, but not limited to, the sale of any meeting subsidiary of the Company Shareholders called for in accordance therewith and the election amendments to the Articles of directors; Organization of the Company contemplated thereby and (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries (except as contemplated by the Acquired Subsidiaries and Merger Agreement); (B) any other Person, (D) a sale, lease, lease or transfer or disposition by the Company of any a material amount of assets (including stock) of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its subsidiaries (except as contemplated by the Acquired Subsidiaries, Merger Agreement); and (EC)(1) any change in a majority of the persons who constitute the board of directors of the Company or any of its subsidiaries; (2) any change in the present capitalization of the Company or any of its subsidiaries including any proposal to issue an equity interest (or rights thereto) in the Company or any of its subsidiaries (except as contemplated by the Merger Agreement); (3) any amendment of the Company's Organizational Documents, Company or any of its subsidiaries' charters or by-laws; (F4) any other material change in the Company's Company or any Acquired Subsidiary's of its subsidiaries' corporate structure or affecting its business, or business (Gexcept as contemplated in the Merger Agreement); and (5) any other action which which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on the Offer, adversely affect the Merger or any of and the other Transactionstransactions contemplated by this Agreement and the Merger Agreement.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer ---------------- Acquisition that, at a any meeting of the Company Stockholders, if anyCompany's shareholders, however called, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany's shareholders, Shareholder shall vote the Shareholder Shares Beneficially Owned by ShareholderShareholder as of the date of such meeting or written consent, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement (including the agreements referred to therein) and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at (or any meeting of the Company Shareholders called for the election of directorssuch other agreement); (ii) against any action or agreement that would result in a breach in any respect of any covenantrepresentation, representation warranty, agreement or warranty covenant or any other obligation or agreement of the Company under the Merger AgreementAgreement (including the agreements referred to therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Third Party Acquisition Proposal(as defined below), (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of the Merger Agreement), Company (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other PersonThird Party (as defined below), (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired SubsidiariesCompany, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsArticles of Incorporation or Bylaws, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, materially adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement (including the agreements referred to therein), or any of the transactions contemplated by this Agreement. Shareholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein.

Voting Agreement. The Stockholder hereby irrevocably and unconditionally covenants and agrees that during the Voting Period (a) Shareholder hereby agrees with Parent and Buyer thatas defined below), at a any meeting of the stockholders of the Company Stockholders, if any(whether annual or special), however called, or at any adjournment or postponement thereof or in connection any other circumstances (including an action by written consent) upon which a vote or other approval is sought with respect to any written consent of the Company Shareholders matters referred to in lieu of a meetingclause (ii) below, Shareholder the Stockholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) when a meeting is held, appear at such meeting 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 (ii) vote (or cause to be voted) in person or by proxy the Covered Shares as to which the Stockholder controls the right to vote (A) in favor of approval the adoption of the Merger Agreement and any actions required in furtherance of the Transactionstransactions contemplated by the Merger Agreement, including without limitation voting such Shares (B) in favor of the election approval of any other matter to be approved by the stockholders of the Company Board and in connection with the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) Merger, the adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) against any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation 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 business combination than pursuant to the Merger) or any other Alternative Transaction, (D) against any amendment of the Company’s certificate of incorporation or by-laws other than as permitted by the Merger Agreement, (E) in a manner that is not inconsistent with the publicly stated position or recommendation of Parent (but only to the extent Parent publicly states a position or recommendation) with respect to any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Acquired Subsidiaries and any other PersonMerger Agreement, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the OfferStockholder Approval, the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock, and (F) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as permitted by the Merger Agreement). With respect to the Additional Covered Shares, the Stockholder agrees to take commercially reasonable efforts, consistent with his duties and responsibilities as an investment advisor and otherwise consistent with applicable Law, to recommend to the trustee that the trustee take the actions specified in clauses (i) and (ii) of the preceding sentence. For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of this Agreement in accordance with its terms pursuant to Section 5.1 hereof. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer thatEach Seller agrees, at a every meeting of the Company Stockholdersstockholders the Company, if anyand at every adjournment or postponement thereof, however called, and on every action or in connection with any approval by written consent of the Company Shareholders in lieu stockholders of a meetingthe Company, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, to (i) vote all shares of capital stock of Purchaser that he then holds or for which it otherwise then has voting power (or deliver a written consent with respect to the same) in favor of approval of any matter recommended by Purchaser’s Board of Directors for which a separate series vote of the Merger Agreement Preferred Stock would be required under applicable law, (ii) approve any Drag-Along Event and any actions required in furtherance matter that could reasonably be expected to facilitate a Drag-Along Event, (iii) raise no objections to Drag-Along Event or the process pursuant to which the Drag-Along Event was arranged, (iv) refrain from exercising any dissenters’ rights or rights of the Transactionsappraisal under applicable law at any time with respect to a Drag-Along Event to which such rights would be available, and (v) enter into non-discriminatory agreements so that a Drag-Along Event can be effected on non-discriminatory terms, including without limitation voting instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents, provided that such Shares agreements do not impose indemnification obligations on such Seller in favor excess of the election proceeds received by such Seller in the Drag-Along Event and provided that such Seller is not responsible for making any representations or warranties to the Company Board and the Board any third party outside of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant fundamental (as opposed to Section 2.3(aoperational) representations related to such Seller’s ownership of the Merger Agreement at any meeting ownership interest. Except as specifically provided in this Agreement, neither of the Company Shareholders called for the election of directors; (ii) against Sellers shall deposit any action Purchaser Shares beneficially owned by them in a voting trust or subject any such shares to any arrangement or agreement that would result in a breach in any with respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionstheir voting.

Voting Agreement. (aUnless Xenith is in material default with respect to any covenant, representation, warranty or agreement with respect to it contained in the Merger Agreement or unless, pursuant to Section 7.04(b) Shareholder hereby agrees with Parent and Buyer that, at a meeting of the Company Stockholders, if any, however called, or in connection with any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the TransactionsAgreement, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant FBS has failed to make, withheld, withdrawn, qualified or modified (or publicly proposed or resolved to do the foregoing), in a manner adverse to Xenith, its recommendation to FBS shareholders referred to in Section 2.3(a) 9.02 of the Merger Agreement (any of the foregoing, a “Suspension Event”), (a) each Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that such Shareholder is entitled to vote at the time of any vote or action by written consent to approve and adopt the Merger Agreement, the Merger, the Plan of Merger and all agreements related to the Merger and any actions related thereto at any meeting of the Company Shareholders called shareholders of FBS, and at any adjournment thereof, at which such Merger Agreement, Plan of Merger and other related agreements (or any amended version thereof), or such other actions, are submitted for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement consideration and vote of the Company under the Merger Agreementshareholders of FBS; and (iiib) except each Shareholder hereby agrees that, for so long as otherwise agreed to this Agreement is in writing effect, it will not vote any Shares in advance by Parentfavor of, against: or consent to, and will vote such Shares against and not consent to, the approval of any (Ai) any Acquisition Proposal, (Bii) reorganization, recapitalization, liquidation or winding-up of FBS or any change other extraordinary transaction involving FBS, other than to vote in favor of, or consent to, the Merger Agreement, the Merger and the Plan of Merger, (iii) corporate action the consummation of which may frustrate the purposes, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters. The voting agreement set forth in this Section 1.01 shall not apply to any Shares for which the Shareholder exercises voting power solely in a majority of the individuals who, as of the date hereof, constitute the Company Board fiduciary capacity (other than as contemplated by Section 2.3(a) a fiduciary of a personal trust for the benefit of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Shareholder or any relative of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other TransactionsShareholder).

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer Acquirer that, (except as may be otherwise agreed to in writing by Acquirer) at a any meeting of the Company Stockholders, if anyTarget's shareholders, however called, or in connection with any written consent of Target's shareholders, as to which any of the Company Shareholders matters described below in lieu this Section 1 is put to the vote or written consent of a meetingTarget's shareholders, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore now owned or hereafter acquired, acquired prior to such vote: (i) in favor of approval of the Merger Agreement Agreement, the Merger and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorstransactions contemplated thereby; (ii) against any action or agreement that would result in a breach in any material respect of (A) any covenant, representation or warranty of Target under the Merger Agreement that would have a Material Adverse Effect on Target or (B) any other agreement, covenant or obligation or agreement of the Company Target under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Third Party Acquisition Proposal(as defined below), (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of Target, unless such change results from an election to replace any such individual who ceases to be a member of the Merger Agreement)Board of Directors of Target due to such individual's death, disability or resignation from Target's Board of Directors for reasons unrelated to any matter that Shareholder agrees to vote against hereunder, (C) any extraordinary corporate transaction, such as a merger.merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries Target and any other PersonThird Party (as defined below), (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired SubsidiaryTarget's business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a (E) any reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired SubsidiariesTarget, (EF) any change in the present capitalization of the Company Target or any amendment of Target's Articles of Incorporation or bylaws not contemplated by the Company's Organizational DocumentsMerger Agreement or not consented to in writing by Acquirer, (FG) any other material change in the Company's or any Acquired SubsidiaryTarget's corporate structure other than the approval of stock options disclosed in Target's representations and warranties in the Merger Agreement or in any Disclosure Schedule thereto) or any other change materially affecting its Target's business, or (GH) any other action or proposal which is made in opposition to or in competition with consummation of the Merger, or which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, materially adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. If Shareholder holds shares of Target Series A Preferred and/or Target Series B Preferred, Shareholder agrees hereby not to convert any such shares of Target Series A or Series B Preferred prior to the Effective Time. Shareholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein. Shareholder agrees that any shares of capital stock of Target that Shareholder purchases or with respect to which Shareholder otherwise acquires Beneficial Ownership or over which Shareholder exercises voting power at any time after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 6 below shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date hereof; provided, however, nothing in this Agreement shall be construed to obligate Shareholder to exercise any options or warrants to purchase shares of Target Common Stock, Target Series A Preferred and/or Target Series B Preferred that may be held by Shareholder.

Voting Agreement. (a) Shareholder Each Stockholder hereby agrees with Parent that during the period commencing on the date hereof and Buyer thatcontinuing until the termination of this Agreement, at a any meeting of the Company Stockholders, if anyholders of Class A Common Stock or Class B Common Stock, however called, or in connection with any written consent of the Company Shareholders in lieu holders of a meetingClass A Common Stock or Class B Common Stock, Shareholder such Stockholder shall vote (or cause to be voted) the Shares Beneficially Owned held of record or beneficially owned by Shareholdersuch Stockholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of the Reverse Split, the execution and delivery by the Company of the Tender Agreement and the approval of the Merger terms thereof and each of the other actions contemplated by the Tender Agreement and this Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board thereof and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorshereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger AgreementTender Agreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by ParentPurchaser, against: (A) any Acquisition Proposal, (B) any change in a majority of against the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the transactions contemplated by Section 2.3(a) of the Merger Tender Agreement), ): (CA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, Company Subsidiaries; (DB) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (C) (1) any change in a majority of the Acquired Subsidiaries, persons who constitute the board of directors of the Company; (E2) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, Articles of Incorporation or Bylaws; (F3) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, ; or (G4) any other action involving the Company or its subsidiaries which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse materially adversely affect the transactions contemplated by this Agreement and the Tender Agreement. Such Stockholder shall not enter into any agreement or understanding with any Person or entity the effect on the Offer, the Merger of which would be inconsistent with or any violative of the other Transactionsprovisions and agreements contained in this Section 2.

Voting Agreement. (a) Each Shareholder hereby agrees with Parent that during the period commencing on the date hereof and Buyer thatcontinuing until the termination of this Agreement, at a any meeting of the holders of Company Stockholders, if anyCommon Stock, however called, or in connection with any written consent of the holders of Company Shareholders in lieu of a meetingCommon Stock, such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Shareholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board thereof and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorshereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger AgreementAgreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of against the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (CA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, Company Subsidiaries; (DB) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of BusinessCompany Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or Company Subsidiaries; (C) (1) any change in a majority of the Acquired Subsidiaries, persons who constitute the Board of Directors of the Company; (E2) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, Articles of Incorporation or Bylaws; (F3) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, ; or (G4) any other action involving the Company or Company Subsidiaries which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on the Offer, materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Such Shareholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violative of the other Transactionsprovisions and agreements contained in this Section 3.

Voting Agreement. Each Shareholder hereby irrevocably and unconditionally agrees, severally and not jointly, to vote all Shares that such Shareholder is entitled to vote at the time of any vote to approve and adopt the Merger Agreement and the Merger and any other related agreements and any actions related thereto at any meeting of the shareholders of the Company and any adjournment or postponement thereof, at which such Merger Agreement and other related agreements (aor any amended version thereof) or such other actions are submitted for the consideration and vote of the shareholders of the Company (or pursuant to action by written consent in lieu of any such meeting). Each Shareholder hereby agrees with Parent and Buyer thatthat he or she will not vote any Shares in favor of the approval of any (i) Takeover Proposal, at a meeting (ii) reorganization, recapitalization, liquidation or winding up of the Company Stockholdersor any other extraordinary transaction involving the Company not contemplated by the Merger Agreement, if any(iii) corporate action, however calledthe consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with with, any written consent of the Company Shareholders foregoing matters. Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to his or her Shares. If requested by Parent, each Shareholder will grant a proxy appointing Parent as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in lieu such Shareholder’s name, to vote, express, consent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to such Shareholder’s Shares. Any proxy granted by each Shareholder pursuant to this Article shall be irrevocable and shall be granted in consideration of a meeting, Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Any proxy granted by each Shareholder shall vote be revoked upon termination of this Agreement in accordance with its terms. Except upon termination of this Agreement, any irrevocable Proxy shall not be terminated by any act of any Shareholder or by operation of law, whether by the death or incapacity of any Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which such Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If after the execution hereof any Shareholder should die or become incapacitated, or if any trust or estate should be terminated, or if any corporation or partnership should be dissolved or liquidated, or if any other such event or events shall occur before this Agreement is terminated in accordance with the terms hereof, certificates representing the Shares Beneficially Owned shall be delivered by Shareholder, whether heretofore owned or hereafter acquired, (i) on behalf of the Shareholder in favor of approval accordance with the terms and conditions of the Merger Agreement and any this Agreement, and actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated taken by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenanthereunder shall be as valid as if such death, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parentincapacity, against: (A) any Acquisition Proposaltermination dissolution, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation liquidation or other business combination involving the Company event or any events had not occurred, regardless of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course Parent has received notice of Businesssuch death, incapacity, termination, dissolution, liquidation or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsevent.

Voting Agreement. (a) Shareholder hereby agrees with Parent and Buyer thatFor so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, at a each meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu and at every postponement or adjournment thereof, each Purchaser shall take such action as may be required so that all of a meetingthe Purchased Shares, Shareholder shall Conversion Shares or other shares of Common Stock owned, directly or indirectly, of record or beneficially by the Purchaser and entitled to vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, at such meeting of stockholders are voted (ia) in favor of approval each director nominated and recommended by the Board of Directors for election at any such meeting, (b) against any stockholder nomination for director that is not approved and recommended by the Merger Agreement and Board of Directors for election at any actions required in furtherance of the Transactionssuch meeting, including without limitation voting such Shares (c) in favor of the election to Company’s “say-on-pay” proposal and any proposal by the Company Board and relating to equity compensation that has been approved by the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) or the Compensation Committee of the Merger Agreement at any meeting Board of the Company Shareholders called for the election of directors; Directors (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parentsuccessor committee, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreementhowever denominated), (Cd) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets in favor of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation ’s proposal for ratification of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment appointment of the Company's Organizational Documents, ’s independent registered public accounting firm and (Fe) any other material change in favor of the Company's or any Acquired Subsidiary's corporate structure or affecting ’s proposal for amendment of its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or organizational documents in a manner that does not have a material an adverse effect on the Offerholders of Series C Preferred Stock to increase number of authorized shares of capital stock of the Company, but no Purchaser shall be under any obligation to vote in the same manner as recommended by the Board of Directors or in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, the Merger Purchaser shall take such action as may be required so that the Purchaser is present, in person or any by proxy, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the Purchased Shares, Conversion Shares or other Transactionsshares of Common Stock owned, directly or indirectly, of record or beneficially by the Purchaser may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 4.8.

Voting Agreement. From the date hereof until the earlier of (a) the Closing Date, (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 Merger 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 hereby agrees with Parent and Buyer that, at has voted against such matter in the Shareholder’s capacity as a meeting director of the Company Stockholders(the “Support Period”), if anythe Shareholder irrevocably and unconditionally hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany’s shareholders, the Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (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 shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or otherwise) (collectively, the “New Shares” and, together with the Existing Shares, the “Shares”), which he or she owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of approval the adoption of the Merger Agreement and any actions required in furtherance the approval of the Transactionstransactions contemplated thereby, including without limitation voting such Shares the Merger, (B) in favor of the election any proposal to the Company Board and the Board adjourn or postpone B1 Table of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any Contents such meeting of the Company Shareholders called for Company’s shareholders to a later date if there are not sufficient votes to adopt the election of directors; Merger Agreement, (iiC) 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 that would reasonably be likely to (1) result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (2) prevent, materially impede or materially delay the Company’s or Buyer’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to Shareholder in his or her capacity as a shareholder 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 Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement; , and (iii) except as otherwise agreed no such actions or omissions shall be deemed a breach of this Agreement or shall be construed to in writing in advance by Parentprohibit, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as a merger, consolidation director or other business combination involving officer to the Company or any its shareholders. For the avoidance of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offerdoubt, the Merger foregoing commitments apply to any Shares held by any trust, limited partnership or other entity holding Shares for which the Shareholder serves in any partner, shareholder or trustee capacity. To the extent the Shareholder does not control, by himself or herself, the determinations of such shareholder entity, the Shareholder agrees to exercise all voting or other Transactionsdetermination rights he or she has in such shareholder entity to carry out the intents and purposes of his or her support and voting obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement.

Voting Agreement. (a) Shareholder Stockholder hereby agrees with Parent and Buyer that, at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany's stockholders, Shareholder Stockholder shall vote the Shares Beneficially Owned (as defined below) by ShareholderStockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger, the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorstransactions contemplated thereby; (ii) against any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Third Party Acquisition Proposal(as defined below), (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of the Merger Agreement), Company (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other PersonThird Party (as defined below), (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which that are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired SubsidiariesCompany, (E) other than the two-for-one stock split approved by the Board of Directors of the Company on September 29, 1999, any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsCertificate of Incorporation or bylaws, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which that is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement.

Voting Agreement. Subject, in the case of BCP Voting, Inc., as trustee for the Beacon Capital Partners Voting Trust (a"Beacon"), to (i) Shareholder the requisite approval (the "Beacon Approval") of holders of interests in Beacon pursuant to the terms of the Beacon Voting Trust Agreement, dated as of June 8, 1999 (the "Beacon Trust Agreement") and and (ii) the expiration and non-renewal of the Beacon Trust Agreement (collectively, clauses (i) and (ii), the "Beacon Exception"), each Principal Stockholder, severally and not jointly, hereby agrees with Parent and Buyer thatthat during the time this Agreement is in effect, at a any meeting of the Company Stockholders, if anystockholders of the Company, however called, or at any adjournment thereof or in connection with any other circumstances upon which a vote, consent or other approval (including by written consent of consent) is sought, the Company Shareholders in lieu of Principal Stockholders shall (1) when a meetingmeeting is held, Shareholder shall vote appear at such meeting or otherwise cause the Shares Beneficially Owned by Shareholder, whether heretofore owned to be counted as present thereat for the purpose of establishing a quorum and (2) vote (or hereafter acquired, cause to be voted) the Shares: (ix) in favor of approval of the Merger, the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at if a vote, consent or other approval (including by written consent) with respect to any meeting of the foregoing is sought and (y) against any (i) merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Shareholders called for the election of directors; or any other Takeover Proposal or (ii) against amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any action of its subsidiaries, which amendment or agreement that other proposal or transaction would in any manner reasonably be expected to impede, delay, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any Agreement or change in a majority any manner the voting rights of any class of the individuals whoCommon Stock, or Class A Common Stock, Class B Common Stock, Series A Preferred Stock and Series B Preferred Stock, as the case may be; PROVIDED, HOWEVER, that nothing contained in this Section 1.1(a) shall be deemed to apply to the Recapitalization and Merger Agreement, the Recapitalization Merger or the other transactions contemplated thereby (including the amendments to the Company's restated certificate of incorporation and amended and restated bylaws contemplated thereby). Beacon will use its reasonable efforts to solicit the Beacon Approval as promptly as practicable after the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.

Voting Agreement. (a) Shareholder hereby agrees with Parent On or after the expiration or termination of any applicable waiting periods under the HSR Act, and Buyer thatfor so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to the Certificate of Designations or Section 4.1, at a each meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu and at every postponement or adjournment thereof, the Purchaser shall take such action as may be required so that all of a meetingthe Purchased Shares, Shareholder shall Conversion Shares or other shares of Common Stock owned, directly or indirectly, of record or beneficially by such Purchaser and entitled to vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, at such meeting of stockholders are voted (ia) in favor of approval each director nominated or recommended by the Board of Directors for election at any such meeting, and against the Merger Agreement removal of any director who has been elected following nomination or recommendation by the Board of Directors, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any actions required in furtherance of the Transactionssuch meeting, including without limitation voting such Shares (c) in favor of the election to Company’s “say-on-pay” proposal and any proposal by the Company Board and relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of each Acquired Subsidiary the Board of each person designated Directors (or any successor committee, however denominated), and (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, but no Purchaser shall be under any obligation to vote in the same manner as recommended by Parent the Board of Directors or in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for nomination thereto so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to the Certificate of Designations or Section 2.3(a) of 4.1, the Merger Agreement Purchaser shall take such action as may be required so that the Purchaser is present, in person or by proxy, at any each meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement stockholders of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority at every postponement or adjournment thereof so that all of the individuals whoPurchased Shares, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation Conversion Shares or other business combination involving shares of Common Stock owned, directly or indirectly, of record or beneficially by the Company or any Purchaser may be counted for the purposes of determining the Acquired Subsidiaries presence of a quorum and any other Person, (D) a sale, lease, transfer or disposition voted in accordance with the terms and conditions of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsthis Section 4.11.

Voting Agreement. Each Voting Stockholder hereby agrees to (a) Shareholder hereby agrees with Parent appear, in person or by proxy, or cause any other holder of record of any Shares owned beneficially by such Voting Stockholder on any applicable record date (the "Record Holder") to appear, in person or by proxy, so that all the Shares owned of record and/or beneficially by such Voting Stockholder are counted for the purpose of obtaining a quorum at any meeting of stockholders of the Company, and Buyer thatat any adjournment or adjournments thereof, at a meeting which any proposal to adopt the Restated Certificate or, subject to Section 1.3, any other proposal necessary or advisable to carry into effect the purpose and intent of this Agreement is presented for consideration and action by the stockholders of the Company Stockholders, if any, however called(a "Meeting") and (b) vote, or cause the Record Holder to vote, in connection person or by proxy, or, to the extent written consents are solicited, to execute and deliver, or cause the Record Holder to execute and deliver, written consents with any written consent respect to, all Shares owned of record and/or beneficially by such Voting Stockholder as of the record date for determining stockholders of the Company Shareholders entitled to vote, or execute and deliver written consents, in lieu favor of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) any proposal to adopt the Restated Certificate, (ii) any proposal necessary to permit the Conversion to be effected and the shares issued in the Conversion (and any shares of capital stock issuable upon conversion of such shares) to be authorized for quotation or listing on the NASDAQ Stock Market or any other national securities exchange on which the common stock of the Company is then quoted or listed, (iii) any proposal to amend the Current Certificate as will be amended by the Certificate of Designations by adoption of an amendment thereto incorporating the General Amendments if the Restated Certificate is not adopted at a Meeting at which a proposal to do so is first proposed (the "First Meeting") and the provisions of Section 3.5 are therefore applicable and (iv) subject to Section 1.3, any other proposal the approval of which is necessary or advisable to carry into effect the purpose and intent of this Agreement. Each Voting Stockholder shall also vote against, and cause the Record Holder to vote against, and refrain, and cause the Record Holder to refrain, from executing and delivering written consents in favor of, any proposal which is contrary to or inconsistent with any proposal in favor of approval of which the Merger Agreement Voting Stockholders are required to vote as provided hereinabove in this Section 1.1. Each Voting Stockholder shall also vote, and any actions required in furtherance of cause the TransactionsRecord Holder to vote, including without limitation voting such Shares in favor of the election adjournment, to another time, date and place, of any Meeting at which any proposal in favor of which the Company Board Voting Stockholders are required to vote as provided hereinabove in this Section 1.1 is presented for consideration and action by the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting stockholders of the Company Shareholders called if a quorum for such Meeting is lacking or if the election of directors; (ii) against any action or agreement that would result votes cast at such Meeting in a breach in any respect favor of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed such proposal are insufficient to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, approve such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsproposal.

Voting Agreement. Until the earlier to occur of the Closing (aas described in Section 1.5 of the Asset Purchase Agreement) Shareholder or the termination of the Asset Purchase Agreement pursuant to Article VII thereof notwithstanding the survival of any terms of the Asset Purchase Agreement following such termination, each of the Stockholders hereby agrees with Parent to vote (or cause to be voted) all of the Shares (and Buyer thatany and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at a any annual, special or other meeting of the Company Stockholdersstockholders of the Company, if any, however calledand at any adjournment or adjournments thereof, or in connection with pursuant to any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned meeting or hereafter acquired, otherwise: (i) in favor of approval to approve the Asset Purchase Agreement and the transactions contemplated thereby, including the change of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting name of the Company Shareholders called for to a name not including the election of directorsword "Avalon"; (ii) against any action or agreement that would will result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under this Agreement or the Merger Asset Purchase Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: against (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation rights offering, reorganization, recapitalization or other business combination liquidation involving the Business (as described in the Asset Purchase Agreement), (B) a sale or transfer of the Assets, other than in the ordinary course of business or pursuant to the Asset Purchase Agreement, or the issuance of any securities of the Company (except options to purchase Company Common Stock granted to directors of the Company and the related issuance of Company Common Stock upon exercise of such options in accordance with the terms thereof, provided, that after the approval of such options, the number of shares of the Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to such options to directors shall be equal to the current number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to existing options to directors) or of any subsidiary holding or having any rights to any of the Acquired Subsidiaries and Assets, (C) any other Personchange in the executive officers or Board of Directors of the Company, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization corporate structure of the Company or any amendment of the Company's Organizational Documents, Business or (FE) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which that is intended, or is likelycould reasonably be expected, to materially impede, interfere with, delay, postpone or have a material adverse effect on adversely affect the Offer, the Merger or any approval of the other Transactions.Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement. 1.2

Voting Agreement. (a) Shareholder The Stockholder, by this Agreement, ---------------- does hereby agrees constitute and appoint Purchasers, or any nominee thereof, with Parent full power of substitution, during and Buyer thatfor 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 Stockholder beneficially owns at the time of such vote, at a any annual, special or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu (and this appointment will include the right to sign his name (as stockholder) to any consent, certificate or other document relating to the Company that laws of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned State of Delaware may require or hereafter acquired, permit) (ix) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting adoption of the Company Shareholders called for Purchase Agreement, the election of directors; Company Voting Matters (iias defined in the Company Purchase Agreement) and the other transactions contemplated thereby and (y) against (a) any Takeover Proposal (as defined in the Company Purchase Agreement), (b) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Company Purchase Agreement and (iiic) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the other transactions contemplated by Section 2.3(a) of the Merger Company Purchase Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a substantial amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course one of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the Board of Directors of the Company as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws of the Company's Organizational Documents, as amended through the date hereof; (FC) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, ; or (GD) any other action which that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or adversely affect the transactions contemplated by this Agreement and the Company Purchase Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement. The Stockholder hereby revokes all and any other proxies with respect to the Shares that he may have a material adverse effect on heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the Offerproxy and rights to Purchasers granted hereby. For Shares as to which the Stockholder is the beneficial but not the record owner, the Merger or Stockholder shall use his reasonable best efforts to cause any record owner of such Shares including, without limitation, TSP with respect to the other TransactionsTSP Shares, to grant to Purchasers a proxy to the same effect as that contained herein.

Voting Agreement. (a) Shareholder The Stockholders hereby agrees with Parent and Buyer thatagree, on a several but not joint basis, that during the Voting Period, at a any meeting of the Company Stockholders, if anystockholders of the Company, however called, or at any postponement or adjournment thereof or in connection with any other circumstances upon which a vote, consent or other approval (including by written consent consent) is sought, the Stockholders shall (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum and (b) vote (or cause to be voted) in person or by proxy the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, Covered Shares: (i) in favor of approval of the Merger, the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at if a vote, consent or other approval (including by written consent) with respect to any meeting of the Company Shareholders called for the election of directors; foregoing is sought and (ii) against any action (x) extraordinary corporate transaction (other than the Merger or agreement that the transactions with Parent and Merger Sub contemplated by the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger or the transactions with Parent and Merger Sub contemplated by the Merger Agreement) or any other Takeover Proposal or (y) amendment of the Company’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner reasonably be expected to impede, delay, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any Agreement or change in a majority any manner the voting rights of the individuals whoCommon Stock. For the purposes of this Agreement, as of “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of this Agreement pursuant to Section 6.1 hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.

Voting Agreement. (a) Shareholder Each Stockholder hereby irrevocably and unconditionally agrees to vote or exercise its right to consent with Parent and Buyer that, respect to all Covered Shares that such Stockholder is entitled to vote at a meeting the time of the Company Stockholders, if any, however called, any vote or in connection with any action by written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of to approve and adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement and approve any actions required in furtherance other matters necessary for the consummation of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board Merger and the Board of Directors of each Acquired Subsidiary of each person designated other transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called stockholders of the Company, and at any adjournment or postponement thereof, at which such Merger Agreement, Merger or the other transactions contemplated by the Merger Agreement are submitted for the election consideration and vote of directors; (ii) the stockholders of the Company. Each Stockholder hereby agrees that it will not vote any Covered Shares in favor of, or consent to, and will vote against any action or agreement that would result in a breach in any respect and not consent to, the approval of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iiii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (Bii) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution liquidation or liquidation winding-up of the Company or any amalgamation, merger, sale of assets or other business combination between the Company and any other Person or any other extraordinary transaction involving the Company (other than the Merger), (iii) other action the consummation of which could reasonably be expected to impede, interfere with, frustrate the purposes, or prevent or delay the consummation, of the Acquired Subsidiariestransactions contemplated by the Merger Agreement, (Eiv) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Charter or bylaws of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (Gv) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or matter in furtherance of any of the other Transactionsforegoing matters listed in clause (i), (ii), (iii) or (iv) of this section.

Voting Agreement. Stockholder hereby consents to the Merger pursuant to Section 4(g) of that certain Investor Rights Agreement among the Company, the Stockholder and the other parties named therein (athe "Existing Investor Rights Agreement") Shareholder hereby agrees dated as of October 7, 1999 and agrees, during the Term (as defined below), with Parent and Buyer that, at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of the Company Shareholders in lieu of a meetingCompany's stockholders, Shareholder Stockholder shall vote the any Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the Transactions, including without limitation voting such Shares transactions expressly contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in favor respect of their shares of Company capital stock in the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorsMerger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under the Merger AgreementAgreement or that would prevent the consummation of the Merger; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition Proposal, (as defined below); (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of Company Board (other than except as contemplated by Section 2.3(a) of the Merger Agreement), ; (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any Third Party (as defined below), other Person, than the Merger; (D) a sale, lease, transfer or disposition of any all or substantially all of the assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course ordinary course of Businessbusiness, or of any assets which that are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, Company; (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsCertificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which that is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

Voting Agreement. (a) Shareholder Subject to the last sentence of this Section 3.02, the Shareholder, by this Agreement, does hereby agrees with constitute and appoint Parent and Buyer thatMerger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as the Shareholder’s true and lawful attorney and proxy for and in the Shareholder’s name, place and stead, to vote all the Shares that the Shareholder beneficially owns at the time of such vote, at a any annual, special, postponed or adjourned meeting of the shareholders of the Company Stockholders, if any, however called, or to grant a consent or approval in connection with respect of the Shares in any written consent of the Company Shareholders in lieu of such a meeting, Shareholder shall vote meeting (and to appear at each such meeting or otherwise cause all of the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, to be counted as present thereat for purposes of calculating a quorum) (ia) in favor of approval and adoption of the Merger Agreement (including, for purposes of this proxy, as it may be modified or amended from time to time), the approval of the Merger and the other transactions contemplated by the Merger Agreement, the other transactions contemplated thereby and any actions required in furtherance other matter that must be approved by the shareholders of the TransactionsCompany in order for the transactions contemplated by the Merger Agreement to be consummated, including without limitation voting such Shares (b) in favor of any adjournment or postponement recommended by the election Company with respect to any shareholder meeting with respect to the Company Board Merger Agreement and the Merger and (c) against (w) any Acquisition Proposal or any proposal relating to any Acquisition Proposal, (x) any merger (other than the Merger), consolidation or other business combination involving the Company or its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries, (y) to the extent submitted to a shareholder vote, any change in the business, management or Board of Directors of each Acquired the Company (other than as directed by Parent, Merger Sub or any Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(aParent) of the Merger Agreement at or (z) any meeting of the Company Shareholders called for the election of directors; (ii) against any action other action, proposal or agreement that would (1) reasonably be expected, to impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement, (2) result in a breach in any respect of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B3) result in any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) conditions set forth in Article 8 or Exhibit B of the Merger Agreement)Agreement not being fulfilled or satisfied or (4) change in any manner the dividend policy or capitalization of, (C) including the voting rights of any extraordinary corporate transactionclass of equity interests in, such as a mergerthe Company. The Shareholder shall not commit or agree to take any action inconsistent with the foregoing. THIS PROXY AND POWER OF ATTORNEY IS A PROXY AND POWER COUPLED WITH AN INTEREST, consolidation or other business combination involving the Company or AND THE SHAREHOLDER DECLARES THAT IT IS IRREVOCABLE DURING AND FOR THE TERM OF THIS AGREEMENT AND THAT SUCH PROXY SHALL BE REVOKED AUTOMATICALLY, WITHOUT ANY NOTICE OR OTHER ACTION BY ANY PERSON, UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. The Shareholder hereby represents to Parent and Merger Sub that any proxies heretofore given in respect of the Acquired Subsidiaries Shares are not irrevocable and hereby revokes all and any other Personproxies with respect to the Shares that the Shareholder may have heretofore made or granted. The Shareholder hereby ratifies and confirms all that this proxy may lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, this Agreement (Dincluding but not limited to this Section 3.02) is a salevoting agreement in accordance with Section 7.31 of the Massachusetts Business Corporation Act and this proxy is executed and intended to be irrevocable in accordance with the provisions of Section 7.22 of the Massachusetts Business Corporation Act. For the avoidance of doubt, leaseif for any reason this proxy is not irrevocable, transfer the Shareholder shall vote his or disposition her Shares in accordance with this Section 3.02. For Shares as to which the Shareholder is the beneficial but not the record owner, the Shareholder shall use the Shareholder’s reasonable best efforts to cause the record owner of any assets of such Shares to grant to Parent and Merger Sub a proxy to the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse same effect on the Offer, the Merger or any of the other Transactionsas that contained herein.

Voting Agreement. (a) Shareholder Each Stockholder hereby agrees with the Parent and Buyer Merger Subsidiary that, at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, or in connection with any written consent of the Company's stockholders (collectively, the "Company Shareholders in lieu Stockholders Meeting"), the Stockholder shall cause ---------------------------- the Shares to be present at any such meeting for purposes of establishing and maintaining a meeting, Shareholder quorum and shall vote (or, if applicable, execute consents in respect of) the Shares Beneficially Owned by Shareholdersuch Stockholder as of the date of such meeting or written consent, whether heretofore owned or hereafter acquired, : (i) in favor of approval of the Merger Agreement and the transactions contemplated thereby (including the Merger) and by any actions required in furtherance of the agreements referred to therein (the "Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors"); (ii) against any action or agreement ------------ that would result in a breach in any respect of any covenantrepresentation, representation warranty, agreement or warranty covenant or any other obligation or agreement of the Company under the Merger AgreementAgreement or in connection with the Transactions; and (iii) except as otherwise agreed to in writing in advance by the Parent, against: (A) any Other Acquisition Proposal, (as defined in Section 10(a) below); (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of the Merger Agreement), Company; (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other PersonThird Party (as defined in Section 10(a), the definition of "Other Acquisition" below); (D) a sale, lease, transfer or disposition of any assets of the Company's Company or any Acquired Subsidiary's business of its subsidiaries outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (ECompany;(E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, Certificate of Incorporation or Bylaws; (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or and (G) any other action which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, materially adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement (including the agreements referred to therein), or any of the transactions contemplated by this Agreement or change any of the voting rights of any voting securities of the Company. Each Stockholder hereby agrees with the Parent and Merger Subsidiary that he will not take any action or enter into any agreement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained herein.

Voting Agreement. During the term of this Agreement, the Holder hereby agrees (a) Shareholder hereby agrees with Parent and Buyer that, to appear (in person or by proxy) at a any annual or special meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders for purposes of obtaining a quorum; and (b) to vote all the Shares and any Additional Shares to approve and adopt the Merger Agreement (and any subsequent amendments thereto), the Merger and all other agreements and actions contemplated by the Merger Agreement to be undertaken in connection therewith, in each case at every meeting of stockholders of the Company (however called), and at every adjournment thereof (or by written consent in lieu of a meeting), Shareholder shall at which any such matters are submitted for the consideration and vote of stockholders of the Company. During the term of this Agreement, the Holder hereby further agrees to vote, in her, his or its capacity as a stockholder of the Company all the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, and any Additional Shares against (i) in favor any Acquisition Proposal or other proposal or offer for a merger, consolidation, business combination, tender offer, sale of approval substantial assets, sale of shares of capital stock or extraordinary transactions involving the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, (ii) any reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary corporate transaction involving the Company, or (iii) any corporate action (including any amendment of the Company's certificate of incorporation or bylaws) the consummation of which would reasonably be expected (A) to frustrate the purposes, or prevent or delay the consummation, of the Merger Agreement and any actions required in furtherance of or the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; Agreement, (iiB) against any action or agreement that would result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company under the Merger Agreement; , or (C) change the voting rights of the Shares or the Additional Shares, in each case of (i), (ii) and (iii) except as otherwise agreed to in writing in advance by Parent), against: (A) any Acquisition Proposal, (B) any change in a majority at every meeting of stockholders of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreementhowever called), and at every adjournment thereof (C) or by written consent in lieu of a meeting), at which any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving matters are submitted for the Company or any consideration and vote of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets stockholders of the Company's . During the term of this Agreement, the Holder shall not commit or agree to take any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation action inconsistent with either of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsforegoing sentences.

Voting Agreement. The Stockholder agrees that at any time the Merger Agreement remains in effect, he will vote all Stockholder Shares (aas defined below) Shareholder hereby agrees with Parent and Buyer thaton matters as to which the Stockholder is entitled to vote at any annual, at a special or other meeting of the Company StockholdersStockholders of RTO, if any, however calledand at any adjournment or adjournments thereof, or in connection with any by written consent of the Company Shareholders in lieu of without a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholderwith respect to all Stockholder Shares, whether heretofore owned or hereafter acquired, as follows: (i) in favor of approval and adoption of the Merger Agreement Agreement, the terms thereof and any actions required in furtherance each of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated other transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorsAgreement; and (ii) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would result in a breach in any respect of any covenantimpede, representation interfere with, delay, postpone or warranty or any other obligation or agreement of attempt to discourage the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by ParentMerger, againstincluding without limitation: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company RTO and its subsidiaries; or any of the Acquired Subsidiaries and any other Person, (DB) a sale, lease, sale or transfer or disposition of any a material amount of assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to RTO and its business whether or not in the Ordinary Course of Business, subsidiaries or a reorganization, recapitalization, dissolution recapitalization or liquidation of the Company or any RTO and its subsidiaries. The Stockholder shall use his reasonable best efforts to cause all other stockholders of RTO to vote in favor of approval and adoption of the Acquired SubsidiariesMerger Agreement, the terms thereof and each of the other transactions contemplated by the Merger Agreement. "Stockholder Shares" shall mean the shares of capital stock of RTO (Eincluding without limitation the RTO Shares) Beneficially Owned by such Stockholder as of the date hereof, or Beneficially Owned by such Stockholder at any time hereafter (including, without limitation, by way of exercise of options or by way of dividend, distribution, exchange, merger, consolidation, recapitalization, reorganization, stock split, grant of proxy or otherwise) by such Stockholder (as adjusted as set forth herein). The Stockholder hereby agrees to promptly notify Alrenco of the number of any new Stockholder Shares acquired by the Stockholder, if any, after the date hereof. In the event of any change in the present capitalization RTO Shares by reason of the Company a stock dividend, stock split, split up, recapitalization, combination, exchange of shares or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offersimilar transaction, the Merger type and number of shares or any of the other Transactionssecurities that constitute Stockholder Shares hereunder shall be adjusted appropriately. 2 2.

Voting Agreement. The Stockholder agrees that at any time the Merger Agreement remains in effect, he will vote all Stockholder Shares (aas defined below) Shareholder hereby agrees with Parent and Buyer thaton matters as to which the Stockholder is entitled to vote at any annual, at a special or other meeting of the Company StockholdersStockholders of HCI, if any, however calledand at any adjournment or adjournments thereof, or in connection with any by written consent of the Company Shareholders in lieu of without a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholderwith respect to all Stockholder Shares, whether heretofore owned or hereafter acquired, as follows: (i) in favor of authorization, approval and adoption of the Merger Agreement and any actions required in furtherance the Merger and each of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated other transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorsAgreement; and (ii) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would result in a breach in any respect of any covenantimpede, representation interfere with, delay, postpone or warranty or any other obligation or agreement of attempt to discourage the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by ParentMerger, againstincluding without limitation: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company HCI and its subsidiaries; or any of the Acquired Subsidiaries and any other Person, (DB) a sale, lease, sale or transfer or disposition of any a material amount of assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to HCI and its business whether or not in the Ordinary Course of Business, subsidiaries or a reorganization, recapitalization, dissolution recapitalization or liquidation of HCI and its subsidiaries. "Stockholder Shares" shall mean the Company or any shares of capital stock of HCI (including without limitation the HCI Shares) Beneficially Owned by such Stockholder as of the Acquired Subsidiariesdate hereof, or Beneficially Owned by such Stockholder at any time hereafter (Eincluding, without limitation, by way of exercise of options or by way of dividend, distribution, exchange, merger, consolidation, recapitalization, reorganization, stock split, grant of proxy or otherwise) by such Stockholder (as adjusted as set forth herein). The Stockholder hereby agrees to promptly notify Rent-Way in writing of the number of any new Stockholder Shares acquired by the Stockholder, if any, after the date hereof. In the event of any change in the present capitalization HCI Shares by reason of the Company a stock dividend, stock split, split up, recapitalization, combination, exchange of shares or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offersimilar transaction, the Merger type and number of shares or any of the other Transactionssecurities that constitute Stockholder Shares hereunder shall be adjusted appropriately. 2.

Voting Agreement. In addition to executing and delivering the Stockholder Written Consent, and without limitation of the Stockholder’s obligations under Section 4 of this Agreement, from the date hereof until the termination of this Agreement pursuant to Section 2 (a) Shareholder the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees with Parent that at any meeting (whether annual or special and Buyer thateach postponement, at a meeting recess, adjournment or continuation thereof) of the Company Stockholders, if anyCompany’s stockholders, however called, the Stockholder shall (i) appear at such meeting or in connection with any written consent otherwise cause all of the Stockholder’s Existing Shares and all other shares of Common Stock or voting securities of the Company Shareholders over which, after the date hereof, the Stockholder has acquired beneficial or record ownership and the power to vote or direct the voting thereof (including any shares of Company Capital Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Capital Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), in lieu each case which the Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a meetingquorum, Shareholder shall and (ii) vote the or cause to be voted (including by proxy or written consent, if applicable) all such Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (iA) in favor of approval the adoption of the Merger Agreement and any actions required in furtherance the approval of the Transactions, including without limitation voting such Shares the Merger, (B) in favor of the election any proposal to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any adjourn or postpone such meeting of the Company Shareholders called for Company’s stockholders to a later date if there are not sufficient votes to approve the election of directors; Merger Agreement, (iiC) against any action or proposal submitted for the vote of stockholders in favor of an Acquisition Proposal without regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction, agreement (including but not limited to an amendment to any of the Company’s Charter Documents) submitted for the vote of stockholders that such Stockholder knows would (1) result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and , or of the Stockholder contained in this Agreement, or (iii2) except as otherwise agreed prevent, materially impede or materially delay the consummation of the Transactions, including the Merger. Anything herein to the contrary notwithstanding, nothing in writing in advance by Parent, against: this Section 3 shall require any Stockholder to be present or vote (Aor cause to be voted) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Share to amend the Merger Agreement. The Stockholder covenants and agrees that, except for this Agreement and the Stockholder Written Consent (including any written consent delivered pursuant to Section 4(a)), the Stockholder (Cx) has not entered into, and shall not enter into during the Support Period, any extraordinary corporate transactionvoting agreement or voting trust with respect to any of the Shares with respect to any of the matters covered in this Section 3, such as and (y) has not granted, and shall not grant during the Support Period, a mergerproxy, consolidation consent or other business combination involving power of attorney with respect to any of the Shares with respect to any of the matters covered in this Section 3, except any proxy granted to the Company or any Acquiror to carry out the intent of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsthis Agreement.

Voting Agreement. (a) Shareholder hereby agrees Until termination of this Agreement in accordance with Parent and Buyer thatits terms, at a any meeting of the Company Stockholders, if anystockholders of the Company, however called, or at any postponement or adjournment thereof, or in connection with any written other circumstance in which the vote, consent or other approval of the stockholders of the Company Shareholders in lieu of a meetingis sought, Shareholder Stockholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) appear at each such meeting if any is held, in person or by proxy 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 (A) in favor of approval adopting the Merger Agreement, including the agreement of merger contained therein, the execution and delivery by the Company of the Merger Agreement and any actions required in furtherance the approval of the Transactions, including without limitation voting such Shares in favor terms thereof and each of the election other actions reasonably related thereto submitted to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto a stockholder vote pursuant to Section 2.3(a) of the Merger Agreement at and this Agreement (including, without limitation, any meeting Company shareholder approval of the employee compensation plans or arrangements or in connection with acquisitions of minority interests of Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposalsubsidiaries), (B) in favor of any change in a majority of the individuals who, as of the date hereof, constitute adjournment or postponement recommended by the Company Board (other than as contemplated by Section 2.3(a) of with respect to any stockholder meeting with respect to the Merger Agreement)Agreement and the Merger, (C) against any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Ticketmaster Acquisition Proposal or any of the Acquired Subsidiaries proposal relating to a Ticketmaster Acquisition Proposal, and any other Person, (D) a saleagainst any merger agreement or merger (other than the Merger Agreement and the Merger), leaseconsolidation, transfer or disposition combination, sale of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Businesssubstantial assets, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution dissolution, liquidation or liquidation winding up of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of by the Company's Organizational Documents. Except as contemplated in Section 8, (F) Stockholder shall not commit or agree to take any action inconsistent with the foregoing. For avoidance of doubt, Stockholder shall retain at all times the right to vote such Stockholder’s Covered Shares in such Stockholder’s sole discretion and without any other material change limitations on those matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions’s stockholders generally.

Voting Agreement. From the date hereof until the earlier of (a) Shareholder hereby agrees with Parent and Buyer that, at a meeting the final adjournment of the Company StockholdersStockholder Meeting or (b) the termination of this Agreement in accordance with its terms (the “Support Period”), if anythe Stockholder irrevocably and unconditionally hereby agrees, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any written consent of the Company’s stockholders, the Stockholder 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 the Company Shareholders in lieu over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the sole power to vote and the sole power to dispose of (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company Stock Options) or otherwise) (together with the Existing Shares, the “Shares”), which such Stockholder owns or controls as of the applicable record date, to be counted as present thereat for purposes of calculating a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquiredquorum, (iii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Merger Agreement and any actions required in furtherance the approval of the Transactionstransactions contemplated thereby, including without limitation voting such Shares the Merger, (B) in favor of any proposal to adjourn or postpone such meeting of Purchaser’s stockholders to a later date if there are not sufficient votes to approve the election Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement-Prospectus and submitted to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting stockholders of the Company Shareholders called for in connection with the election of directors; Merger, (iiD) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (E) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority or of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Stockholder contained in this Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G2) any other action which is intendedprevent, or is likely, to impede, interfere with, delay, postpone postpone, discourage or have a material adverse effect on frustrate the Offer, purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) not disparage the Purchaser or any the transactions contemplated by the Merger Agreement or discourage other stockholders of Company to vote against the Merger Agreement and shall generally advocate for the approval of the other TransactionsMerger Agreement by the Company’s stockholders; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and, to the extent the Stockholder serves as a member of the board of directors or as an officer of the Company or as a member of an administrative committee or trustee committee of a tax-qualified defined contribution retirement plan in accordance with Section 401(a) of the Internal Revenue Code of 1986, as amended, which plan holds as an investment shares of Company Common Stock or he or she serves in another fiduciary capacity for which he or she has voting power over Company Common Stock (collectively, a “Fiduciary Capacity”), nothing in this Agreement shall limit or affect any actions or omissions taken by the Stockholder solely in the Stockholder’s Fiduciary Capacity and not in violation of the Merger Agreement. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein.

Voting Agreement. (a) Shareholder Stockholder hereby agrees with Parent and Buyer Siara that, (except as may be otherwise agreed to in writing by Siara with the Company or Stockholder) at a any meeting of the Company Stockholders, if anyCompany's stockholders, however called, or in connection with any written consent of the Company Shareholders Company's stockholders, as to which any of the matters described below in lieu this Section 1 is put to the vote or written consent of a meetingthe Company's stockholders, Shareholder Stockholder shall vote the Shares Beneficially Owned by ShareholderStockholder, whether heretofore now owned or hereafter acquired, acquired prior to such vote: (i) in favor of approval of the Merger Agreement Agreement, the Merger and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorstransactions contemplated thereby; (ii) against any action or agreement that would result in a breach in any material respect of (A) any covenant, representation or warranty of the Company under the Merger Agreement that would have a Material Adverse Effect on the Company or (B) any other agreement, covenant or obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Third Party Acquisition Proposal(as defined below), (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of the Merger Agreement)Company, unless such change results from an election to replace any such individual who ceases to be a member of the Board of Directors of the Company due to such individual's death, disability or resignation from the Company's Board of Directors for reasons unrelated to any matter that Stockholder agrees to vote against hereunder, (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other PersonThird Party (as defined below), (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or (E) a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired SubsidiariesCompany, (EF) any change in the present capitalization of the Company or any amendment of the Company's Organizational DocumentsCertificate of Incorporation or bylaws not contemplated by the Merger Agreement or not consented to in writing by Siara, (FG) any other material change in the Company's corporate structure other than the approval of stock options disclosed in the Company's representations and warranties in the Merger Agreement or in any Disclosure Schedule thereto) or any Acquired Subsidiaryother change materially affecting the Company's corporate structure or affecting its business, or (GH) any other action which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, materially adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein.

Voting Agreement. (a) Shareholder The Stockholder, by this Agreement, ---------------- does hereby agrees constitute and appoint Purchasers, or any nominee thereof, with Parent full power of substitution, during and Buyer thatfor the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all of the Shares and any other shares of Common Stock beneficially owned at the time of such vote, at a any annual, special or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu (and this appointment will include the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned State of Delaware may require or hereafter acquired, permit) (ix) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting adoption of the Company Shareholders called for Purchase Agreement, the election of directors; Company Voting Matters (iias defined in the Company Purchase Agreement) and the other transactions contemplated thereby and (y) against (a) any Takeover Proposal (as defined in the Company Purchase Agreement), (b) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Company Purchase Agreement and (iiic) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the other transactions contemplated by Section 2.3(a) of the Merger Company Purchase Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a substantial amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course one of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the Board of Directors of the Company as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Certificate of Incorporation and Bylaws of the Company's Organizational Documents, as amended through the date hereof; (FC) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, ; or (GD) any other action which that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone postpone, or have a material adverse effect on adversely affect the Offertransactions contemplated by this Agreement, the Merger Stockholder Purchase Agreement and the Company Purchase Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement. The Stockholder hereby revokes all and any other proxies with respect to the Shares that it may have heretofore made or any of granted and agrees that no other writing or instrument shall be required in order to grant the other Transactionsproxy and rights to Purchasers granted hereby.

Voting Agreement. During the term of this Agreement, the Holder hereby agrees (a) Shareholder hereby agrees with Parent and Buyer that, to appear (in person or by proxy) at a any annual or special meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders for purposes of obtaining a quorum; and (b) to vote all the Shares and any Additional Shares to approve and adopt the Merger Agreement (and any subsequent amendments thereto), the Merger and all other agreements and actions contemplated by the Merger Agreement to be undertaken in connection therewith, in each case at every meeting of stockholders of the Company (however called), and at every adjournment thereof (or by written consent in lieu of a meeting), Shareholder shall at which any such matters are submitted for the consideration and vote of stockholders of the Company. During the term of this Agreement, the Holder hereby further agrees to vote, in her, his or its capacity as a stockholder of the Company all the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, and any Additional Shares against (i) in favor any Acquisition Proposal or other proposal or offer for a merger, consolidation, business combination, tender offer, sale of approval substantial assets, sale of shares of capital stock or extraordinary transactions involving the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, (ii) any reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary corporate transaction involving the Company, or (iii) any corporate action (including any amendment of the Company’s certificate of incorporation or bylaws) the consummation of which would reasonably be expected (A) to frustrate the purposes, or prevent or delay the consummation, of the Merger Agreement and any actions required in furtherance of or the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated transactions contemplated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; Agreement, (iiB) against any action or agreement that would result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company under the Merger Agreement; , or (C) change the voting rights of the Shares or the Additional Shares, in each case of (i), (ii) and (iii) except as otherwise agreed to in writing in advance by Parent), against: (A) any Acquisition Proposal, (B) any change in a majority at every meeting of stockholders of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreementhowever called), and at every adjournment thereof (C) or by written consent in lieu of a meeting), at which any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving matters are submitted for the Company or any consideration and vote of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets stockholders of the Company's . During the term of this Agreement, the Holder shall not commit or agree to take any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation action inconsistent with either of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsforegoing sentences.

Voting Agreement. Each Shareholder, by this Agreement, does hereby (a) Shareholder hereby agrees with agree to appear (or not appear, if requested by Parent and Buyer thator Merger Sub) at any annual, at a special, postponed or adjourned meeting of the Company Stockholders, if any, however called, or in connection with any written consent stockholders of the Company Shareholders in lieu of a meeting, Shareholder shall vote or otherwise cause the Shares Beneficially Owned such Shareholder beneficially owns to be counted as present (or absent, if requested by ShareholderParent or Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, whether heretofore owned and (b) constitute and appoint Parent and Merger Sub, or hereafter acquiredany 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 steax, xx vote all the Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the States of Delaware and Florida may require or permit), in the case of both (a) and (b) above, (ix) in favor of approval and adoption of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board approval and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) adoption of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directors; other transactions contemplated thereby and (iiy) against (1) any Acquisition Proposal, (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; Agreement and (iii3) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board following actions (other than as the Merger and the other transactions contemplated by Section 2.3(a) of the Merger Agreement), ): (Ci) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, its subsidiaries; (Dii) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Businesssubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) (A) any change in a majority of the Acquired Subsidiaries, persons who constitute the board of directors of the Company or any of its Subsidiaries as of the date hereof; (EB) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documentsor any of its Subsidiaries' certificate of incorporation or bylaws, as amended to date; (FC) any other material change in the Company's or any Acquired Subsidiary's of its Subsidiaries' corporate structure or affecting its business, ; or (GD) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.that

Voting Agreement. (a) Shareholder During the term of this letter agreement, the Stockholder hereby agrees with Parent to vote all the Shares (as defined in paragraph 6(a)) owned by the Stockholder and Buyer that, at a meeting any other capital stock of the Company Stockholdersthat the Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise (“Additional Shares”) to approve and adopt the Merger Agreement (and any subsequent amendments thereto that do not effect the consideration payable to the Stockholder or adversely effect the Stockholder in any other manner), the Merger and all other agreements and actions to be undertaken in connection therewith, at every meeting of stockholders, if any, however calledof the Company, and at every adjournment thereof (or in connection with any by written consent of the Company Shareholders in lieu of a meeting), Shareholder shall at which such matters are submitted for the consideration and vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval stockholders of the Merger Agreement and Company. The Stockholder hereby further agrees that it will not vote (or give a written consent with respect to) any actions required in furtherance of the Transactions, including without limitation voting such Shares or Additional Shares in favor of the election to the Company Board and the Board approval of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (Ai) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as proposal or offer for a merger, consolidation consolidation, business combination, tender offer, sale of substantially all of the Company’s assets, sale of shares of capital stock or other business combination similar transactions involving the Company or any of its subsidiaries, other than the Acquired Subsidiaries and any other Persontransactions contemplated by the Merger Agreement, (Dii) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation liquidation, winding up of the Company or any other similar extraordinary transaction involving the Company, or (iii) any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the Acquired Subsidiaries, (E) any change Merger or the transactions contemplated by the Merger Agreement. Except as set forth in the present capitalization previous two sentences of this paragraph 1, the Company Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any amendment matter presented to the stockholders of the Company's Organizational Documents, (F) . Nothing in this letter agreement shall be construed as creating any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its businessobligations of, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offerrestrictions on, the Merger Stockholder or any of its officers, directors, employees or other representatives in its or their capacities as officers, directors and/or employees of the other TransactionsCompany.

Voting Agreement. Until the later of (i) six months after the date on which the Investor is no longer entitled to nominate an Investor Nominee to the Board and (ii) the date on which the Investor, the Guarantor and their respective Affiliates Beneficially Own, in the aggregate, less than five percent (5.0%) of the Total Voting Power, each of the Investor and the Guarantor agrees to cause each Equity Security entitled to vote on the relevant matter and Beneficially Owned by it or its Affiliates to be voted by proxy (returned sufficiently in advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) or in person in accordance with the recommendation of the Board of Directors, in respect of (a) Shareholder hereby agrees with Parent and Buyer that, at a meeting the election of directors of the Company Stockholders, if any, however called, or in connection with any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned matter (procedural or hereafter acquired, (iotherwise) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election relating to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors, including non-binding shareholder proposals with respect thereto; (iib) against any action acquisition or agreement that would result in a breach in any respect disposition of any covenantproperties or assets, representation any merger, consolidation or warranty other business combination transaction, including any stockholder resolutions upon which any such acquisition, disposition, merger, consolidation or other business combination transaction is contingent; (c) the issuance, sale, pledge, distribution or other disposition, repurchase, redemption or other acquisition of capital stock or indebtedness; (d) any matters related to equity incentive plans or other obligation employee or agreement director compensation matters including any “say on pay” votes; (e) any amendment, modification, supplement, restatement or other change to the Company’s or its Subsidiaries’ certificates of incorporation, bylaws or other governing documents, including any non-binding shareholder proposals with respect thereto; (f) quorum requirements for meetings of the Company under the Merger AgreementCompany’s stockholders; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (Ag) any Acquisition Proposalother “routine” matters on which banks, (B) any change in a majority of the individuals whobrokers, and other nominees are permitted, under applicable Law, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionsexercise discretionary voting authority without instruction from their respective clients.

Voting Agreement. (a) Each Shareholder hereby agrees with Parent and Buyer that, that at a any meeting of the Company Stockholders, if anyshareholders of the Company, however called, and at any adjournment or postponement thereof, and in connection with any other circumstances upon which a vote, consent or other approval (including by written consent consent) is sought from the shareholders of the Company Shareholders in lieu of a meetingCompany, such Shareholder shall vote or cause to be voted such Shareholder’s Covered Shares which such Shareholder is currently entitled to vote or after the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, date hereof becomes entitled to vote: (i) in favor of any proposal for approval of any transactions contemplated under the Transaction Documents requiring approval of the Merger Agreement Company’s shareholders in order for such transactions to be permitted under the rules and any actions required in furtherance regulations of the TransactionsNasdaq Stock Market (or any successor entity), including without limitation voting such the issuance of all Conversion Shares issuable pursuant to the Transaction Documents in favor excess of the election number of Conversion Shares that would be permitted to be issued under the Company Board rules and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) regulations of the Merger Agreement at Nasdaq Stock Market (or any meeting successor entity) in the absence of the Company Shareholders called for the election of directorssuch approval; and (ii) against any proposal or any other corporate action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Transaction Documents (as defined in the Purchase Agreement; and (iii) except as otherwise agreed to or which could result in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals whoconditions to the Company’s obligations under the Transaction Documents not being fulfilled. For the avoidance of doubt, as to the extent the Series B-1 Preferred Stock issued under the Purchase Agreement is reclassified or exchanged for another class or series of the Company’s securities prior to Shareholder Approval being obtained (such securities “Replacement Securities”), whether pursuant to the provisions of the Purchase Agreement or otherwise, and approval is required from the shareholders of the Company in order for any transaction contemplated by the transaction documents with respect to such Replacement Securities to be permitted under the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity), including without limitation the issuance of any and all shares of Common Stock issuable upon conversion in full of all such Replacement Securities without regard to any conversion limits set forth therein, then in such case, at any meeting of the shareholders of the Company, however called, and at any adjournment or postponement thereof, and in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought from the shareholders of the Company, each Shareholder agrees to vote or to cause to be voted all of such Shareholder’s Covered Shares, which such Shareholder is currently entitled to vote, or after the date hereof, constitute the Company Board (other than as becomes entitled to vote, in favor of any proposal for approval of any such transaction contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, transaction documents with respect to such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries and any other Person, (D) a sale, lease, transfer or disposition of any assets Replacement Securities requiring approval of the Company's ’s shareholders in order for such transaction to be permitted under the applicable rules of the Nasdaq Stock Market (or any Acquired Subsidiary's business outside successor entity), the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation provisions of the Company or any first sentence of this Section 1(a) applying mutatis mutandis to the Acquired Subsidiaries, (E) any change in Replacement Securities and the present capitalization of transactions contemplated by the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, transaction documents with respect to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactionssuch Replacement Securities.

Voting Agreement. (a) Shareholder The Majority Stockholder hereby irrevocably and unconditionally covenants and agrees with Parent and Buyer that, during the Voting Period (as hereinafter defined), at a any meeting of the stockholders of the Company Stockholders, if any(whether annual or special), however called, or at any adjournment or postponement thereof, or in connection any other circumstances (including an action by written consent) upon which a vote or other approval is sought, the Majority Stockholder shall: (i) with respect to any written consent vote relating to the Merger Agreement, the Asset Purchase Agreement or any other matter to be approved by the stockholders of the Company Shareholders in lieu to facilitate any of the Transactions, to appear at such meeting or otherwise be counted as present thereat for the purpose of establishing a meeting, Shareholder shall quorum and vote the Shares Beneficially Owned Securities, in person or by Shareholderproxy, whether heretofore owned or hereafter acquired, (i) in favor of approval the adoption of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board Asset Purchase Agreement and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) approval of the Merger Agreement at any meeting of and the Company Shareholders called for the election of directorsTransactions; (ii) vote (or cause to be voted), in person or by proxy, the Securities against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board extraordinary corporate transaction (other than as contemplated by Section 2.3(a) of the Merger AgreementTransactions), (C) any extraordinary corporate transaction, such as a merger, consolidation consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws, (C) any other business combination proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Acquired Subsidiaries and Merger Agreement, the Asset Purchase Agreement, any other Personof the Ancillary Agreements or any of the Related Transaction Agreements or any of the Transactions, (D) a saleany extraordinary dividend, lease, transfer distribution or disposition of any assets of recapitalization by the Company's Company or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not change in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation capital structure of the Company or any of (other than pursuant to the Acquired Subsidiaries, Transactions) and (E) any change Competing Proposal (the matters described in the present capitalization foregoing clauses (A) through (E) being referred to as “Competing Actions”); and (iii) not take any action by written consent to approve any Competing Action. Notwithstanding the foregoing, (1) if the Board of Directors of the Company or any amendment has effected (and not withdrawn) a Permitted Change of Recommendation with respect to the Merger Agreement and the Merger in accordance with the terms of Section 6.6(e)(i) of the Company's Organizational Documents, Merger Agreement in response to an Alternate Superior Proposal (F) any other material change as defined in the Company's or any Acquired Subsidiary's corporate structure or affecting its businessMerger Agreement), or then the obligation to vote as set forth in clause (Ga)(i) any other action which is intended, or is likely, above with respect to impede, interfere with, delay, postpone or have a material adverse effect the vote on the Offer, Merger Agreement and the Merger or any shall only apply to an aggregate number of Securities that is equal to exactly 40% of the other Transactions.total number of shares of Company Common Stock outstanding on the record date for such meeting or consent and the Majority Stockholder may vote the remaining Securities constituting 40% of the Company Common Stock outstanding on such record date in its sole discretion with respect to the vote on the Merger Agreement and the Merger and (2) if the Board of Directors of the Company has effected (and not withdrawn) a Permitted Change of Recommendation with respect to the Asset Purchase Agreement and the transactions contemplated by such agreement in accordance with the terms of Section 10.4(d) of the Asset Purchase Agreement in response to an Alternate Superior Proposal (as defined in the Asset Purchase Agreement) then the obligations to vote as set forth in clause (a)(i) above with respect to the vote on the Asset Purchase Agreement and the transactions contemplated by such agreement shall only apply to an aggregate number of Securities that is equal to exactly 40% of the total number of shares of Company Common Stock outstanding on the record date for such meeting or consent and the Majority Stockholder may vote the remaining Securities constituting 40% of the Company Common Stock on such record date in its sole discretion with respect to the vote on the Asset Purchase Agreement and the transactions contemplated by such agreement. For purposes of this Agreement, “

Voting Agreement. (a) Shareholder Stockholder hereby agrees with Parent and Buyer Broadbase that, (except as may be otherwise agreed to in writing by Broadbase) at a any meeting of the Company Stockholders, if anyPanopticon's shareholders, however called, or in connection with any written consent of Panopticon's shareholders, as to which any of the Company Shareholders matters described below in lieu this Section 2 is put to the vote or written consent of a meetingPanopticon's shareholders, Shareholder Stockholder shall vote the Shares Beneficially Owned by ShareholderStockholder, whether heretofore now owned or hereafter acquired, acquired prior to such vote: (i) in favor of approval of the Merger Agreement Agreement, the Merger and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directorstransactions contemplated thereby; (ii) against any action or agreement that would result in a breach in any material respect of (A) any covenant, representation or warranty of Panopticon under the Merger Agreement that would have a Material Adverse Effect on Panopticon or (B) any other agreement, covenant or obligation or agreement of the Company Panopticon under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition ProposalThird Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of Directors of Panopticon, unless such change results from an election to replace any such individual who ceases to be a member of the Merger Agreement)Board of Directors of Panopticon due to such individual's death, disability or resignation from Panopticon's Board of Directors for reasons unrelated to any matter that Stockholder agrees to vote against hereunder, (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the Acquired Subsidiaries Panopticon and any other PersonThird Party, (D) a sale, lease, transfer or disposition of any assets of the Company's or any Acquired SubsidiaryPanopticon's business outside the Ordinary Course ordinary course of Businessbusiness, or any assets which are material to its business whether or not in the Ordinary Course ordinary course of Businessbusiness, or a (E) any reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired SubsidiariesPanopticon, (EF) any change in the present capitalization of the Company Panopticon or any amendment of Panopticon's Certificate of Incorporation, Bylaws or other charter documents not contemplated by the Company's Organizational DocumentsMerger Agreement or not consented to in writing by Broadbase, (FG) any other material change in the Company's or any Acquired SubsidiaryPanopticon's corporate structure other than the approval of stock options disclosed in Panopticon's representations and warranties in the Merger Agreement or in any Disclosure Schedule thereto) or any other change materially affecting its Panopticon's business, or (GH) any other action or proposal which is made in opposition to or in competition with consummation of the Merger, or which is intended, or is likelycould reasonably be expected, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, materially adversely affect the Merger or any of the other Transactionstransactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein.

Voting Agreement. (a) Shareholder Securityholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby agrees with Parent irrevocably appoints Buyer, during the term of this Agreement, as proxy for Securityholder to vote (or refrain from voting) in any manner as Buyer, in its sole discretion, may see fit, all of the Securities of Securityholder for Securityholder and Buyer thatin Securityholder's name, place and stead, at a any annual, special or other meeting or action of the Company Stockholderssecurityholders of the Company, if any, however calledas applicable, or in connection with at any written adjournment thereof or pursuant to any consent of securityholders of the Company Shareholders Company, in lieu of a meetingmeeting or otherwise, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, with respect to (i) in favor of the adoption and approval of the Merger Agreement and any actions required in furtherance of the TransactionsAgreement, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation or other business combination change of control involving the Company or any of its subsidiaries, including, but not limited to, any Acquisition Proposal (as defined in the Acquired Subsidiaries Merger Agreement), and (iii) any other Person, (D) sale or transfer of a sale, lease, transfer or disposition of any assets material amount of the Company's assets or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation securities of the Company or any of its subsidiaries (other than pursuant to the Acquired SubsidiariesMerger). The parties acknowledge and agree that neither Buyer, nor Buyer's successors, assigns, subsidiaries, divisions, employees, officers, directors, shareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (Eincluding reasonable attorney's fees) and compensation of any change kind or nature whatsoever to Securityholder in the present capitalization connection with, as a result of or otherwise relating to any vote (or refrain from voting) by Buyer of the Company Securities subject to the irrevocable proxy hereby granted to Buyer at any annual, special or other meeting or action or the execution of any amendment consent of the securityholders of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.

Voting Agreement. (a) Shareholder The Stockholder hereby agrees with Parent and Buyer thatagrees, at a meeting of during the Company Stockholderstime this Agreement is in effect, if any, however called, or in connection with any written consent of the Company Shareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the stockholders of the Company Shareholders called relating to the Merger to: (a) appear, or cause the holder of record on the applicable record date (the "Record Holder") to appear, at any annual or special meeting of stockholders of the Company for the election purpose of directorsobtaining a quorum; (iib) vote, or cause the Record Holder to vote, in person or by proxy, all of the shares of the Company Common Stock now owned or with respect to which the Stockholder has or shares voting power and shares of Company Common Stock which shall, or with respect to which voting power 2 shall, hereafter be acquired by the Stockholder (collectively, the "Shares") in favor of the Merger, the Merger Agreement (as in effect on the date hereof) and the transactions contemplated by the Merger Agreement (including, without limitation, the amendments to the Certificate of Incorporation of the Company contemplated thereby); (c) vote, or cause the Record Holder to vote, the Shares against any action action, proposal or agreement that would could 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 the Company under the Merger Agreement, or which could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled; and (iiid) except as otherwise agreed vote, or cause the Record Holder to in writing in advance by Parentvote, againstsuch Shares against any: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (Ci) any extraordinary corporate transactiontransaction (other than the Merger), such as a merger, consolidation consolidation, business combination, reorganization, recapitalization or other business combination liquidation involving the Company or any of the Acquired Subsidiaries its subsidiaries; and any other Person, (Dii) a sale, lease, sale or transfer or disposition of any assets a material amount of the Company's or any Acquired Subsidiary's business outside the Ordinary Course of Business, or any assets which are material to its business whether or not in the Ordinary Course of Business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, its subsidiaries (E) any change in the present capitalization each of the Company events described in (i) and (ii) above as an "Alternative Transaction"). The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Notwithstanding any other provision of this Section 1.01, the provisions of such Section shall not prohibit or any amendment restrain the Stockholder from complying with his fiduciary obligations as a director or officer of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, delay, postpone or have a material adverse effect on the Offer, the Merger or any of the other Transactions.