Common use of Voting Covenant Clause in Contracts

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parentat every adjournment or postponement thereof, Stockholder shall cause the Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote the Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement Agreement; and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any the adoption of the foregoingMerger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination proposal involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or that would reasonably be expected, expected to have a Material Adverse Effect on the Company or materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) adversely affect the Merger or any consummation of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything Stockholder shall not revoke or modify the proxy or other instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies3.1.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the Subject Securities record date with respect to such meeting or consent to be voted: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and Agreement; (ii) the adoption of the Merger Agreement Agreement; and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cb) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CompanyCorporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of any Acquired CompanyCorporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 Prior to the contraryExpiration Date, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and in any on every action or approval by written action by consent of the stockholders of the Company, unless otherwise directed in writing by ParentAzur, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the Subject Securities record date with respect to such meeting to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactions): any action which is (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal intended to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only to the extent such action is intendedMerger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to materially (1) impede, (2) interfere with, (3) materially delay, (4) materially postpone, (5) discourage or (6) adversely affect in any material way the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Voting Agreement. Notwithstanding anything in this Section 3.1 Prior to the contraryExpiration Date, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)”, clause “(c)” or alters or changes the kind clause “(d)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Support Period, at any meeting of the stockholders of the CompanyCompany Stockholders, however called, and in any written action by written consent of stockholders of the Company Stockholders (to the extent permitted by the Company’s Organizational Documents (as the same may be amended from time to time)), unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities then Owned to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions transactions contemplated by the Merger Agreement for which stockholder approval is sought at any such meeting, and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Proposal; (ii) any sale, lease, sublease, license, sublicense amendment to the Company’s certificate of incorporation or transfer of a material portion of the properties or other assets of bylaws (except for any Acquired Companysuch amendment approved by Parent in writing); (iii) any material change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure (except for any such change approved by Parent in writing), and (viv) any other action which is intended, or would reasonably be expected, intended to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger Agreement or any of the other Contemplated Transactions. Notwithstanding this Agreement; provided, however, that notwithstanding anything in this Section 3.1 herein to the contrary, (1) in the event of a Change in the Board Recommendation, all references to “Subject Securities” in this Section 4 shall automatically be deemed to instead be references the “Recommendation Change Shares”, without any action required on the part of Parent, Stockholder or any other Person and, provided, further, that Stockholder shall cause all Shares that are not be required to vote or consent (or cause Recommendation Change Shares to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces is proportionate to which all holders of Shares (other than the amount Shares held by the Support Stockholders and the Olberzes) vote in respect of such matter and, provided, further, that notwithstanding anything herein or alters or changes in the kind Proxy to the contrary and for the avoidance of doubt, Stockholder shall be entitled to vote all of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote Subject Securities in favor of or consent the amendment to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf Company Charter required under the terms of the Acquired CompaniesCrystal Credit Facility for which Company Stockholder approval is sought.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during the Voting Effective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Shareholder shall cause the Subject Securities to be votedvoted as follows, including by instructing the Depositary to vote the Company Shares represented by any Company ADSs Owned by Shareholder: (a) in favor of each of the transactions and other related matters contemplated by the Master Agreement, including: (i) the Merger, election of the execution and delivery by Parent Designees to the Company Board in accordance with the terms of the Merger Agreement Master Agreement; and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger AgreementVoting Proposals; and (cb) against the following actions (other than the Merger and transactions contemplated by the Contemplated TransactionsMaster Agreement, including the Voting Proposals): (i) any merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired CompanyAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (ivv) any action amendment to the Company’s articles of incorporation, bylaws or proposal to amend, or waive other similar charter document; (vi) any provision of material change in the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) materially and adversely affect any of the Merger transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Contemplated TransactionsOffer Conditions to not be satisfied. During the Effective Period, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder Shareholder shall not be required enter into any agreement or legally binding commitment with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such case, in a manner that reduces the amount inconsistent with clause “(a)” or alters or changes the kind clause “(b)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities (to the extent the Subject Securities have voting rights with respect to the relevant matter) to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CompanyCorporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of any Acquired CompanyCorporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of any Acquired Company; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Company; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4the terms and conditions set forth in the Trust Agreement, Stockholder each of the Stockholders and the Voting Agent hereby agrees that, during the period commencing on the date hereof and continuing until the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, and in connection with any written action by consent of stockholders of the CompanyCompany (if then permitted), unless otherwise directed in writing by Parent, Stockholder it shall cause the Subject Securities (other than the Trust Shares) to be voted:voted to the extent any of the Subject Securities (other than the Trust Shares) may be lawfully voted and shall cause the HMP Trust to vote the Trust Shares to be voted to the extent permitted under the Trust Agreement (provided that notwithstanding the terms of the Trust Agreement, the Voting Agent shall use reasonable efforts (it being understood that "reasonable efforts" in this parenthetical shall not include any requirement to (1) pay monies, (2) suffer a loss of economic value or (3) commence any litigation or other proceeding) to cause the Trust Shares beneficially owned by the Voting Agent to be voted as follows): (a) in favor of (i) approval of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement Agreement, and (iii) in favor of any action in furtherance of any of the foregoing;; and (b) against any Competing Proposal and against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against Agreement or impair the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws ability of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect consummate the Merger or any that would otherwise be inconsistent with, prevent, impede or delay the consummation of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder hereby irrevocably and unconditionally agrees that, during during, but only during, the Voting Support Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, upon at least three (3) Business Days’ prior written notice from Parent to Stockholder, Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement Agreement, and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingTransactions; (b) against any action or agreement that is primarily intended or would reasonably be expected to (i) result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger AgreementAgreement or the Stockholder contained in this Agreement or (ii) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the Contemplated other Transactions): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Proposal; (ii) any salereorganization, lease, sublease, license, sublicense recapitalization or transfer of a material portion liquidation of the properties Company or other assets of any Acquired extraordinary corporate transaction, such as a merger, consolidation, or business combination involving the Company; (iii) any change in a majority of the board of directors of Company Board that is not recommended or approved by the CompanyCompany Board; and (iv) any other action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would otherwise reasonably be expected to result in prevent, impede, interfere with or delay the amendment Merger or modificationchange the voting rights of any class of shares of the Company. During the Support Period, Stockholder shall not enter into any agreement or a waiver of a provision therein (an “Adverse Amendment”), in understanding with any such case, Person to vote or give instructions in a manner that reduces the amount inconsistent with clauses “(a)”, “(b)” or alters or changes the kind “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof), however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Covered Securities to be voted:voted (including via proxy): (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against approval of any proposal made in opposition to or in competition with the Merger or the Merger Agreement and against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated TransactionsMerger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Companyof its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties properties, rights or other assets of the Company or any Acquired Companyof its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws or other charter or organizational documents; (vi) any change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired CompaniesMerger.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof), however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Covered Securities to be voted:voted (including via proxy): (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and Agreement, the terms thereofthereof and all agreements related to the Mergers, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Companyof its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired Companyof its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws or other charter or organizational documents; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Mergers or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during the Voting Support Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder Shareholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired CompanyCorporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any other Acquired CompanyCorporation; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company: (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger Agreement or any of this Support Agreement. During the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrarySupport Period, (1) Stockholder Shareholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during the Voting Specified Period, at any every meeting of the stockholders shareholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder Shareholder shall cause the vote all shares of Company Common Stock owned of record by Shareholder and, subject to Section 3.3, all other Subject Securities (to be voted:the fullest extent of Shareholder’s right to do so): (a) in favor of (i) the approval and adoption of the Merger Agreement, the Merger, the execution and delivery by the Company Agreement of the Merger Agreement and the adoption of the Merger Agreement and the terms thereofTransactions, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;and (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): ): (i) any merger, consolidation or other business combination involving any Acquired Company; Acquisition Proposal; (ii) any saleaction, leaseproposal, sublease, license, sublicense transaction or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action agreement that would reasonably be expected to result in the amendment a material breach of any covenant, representation or modification, warranty or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount other obligation or alters or changes the kind agreement of the consideration Company under the Merger Agreement; or (iii) any action, proposal, transaction or agreement that would reasonably be expected to be paid materially impede, interfere with, delay, postpone, discourage, adversely affect, inhibit or attempt to discourage the timely consummation of the Merger or the fulfillment of Parent’s or the Company’s stockholders in connection with or Merger Sub’s conditions under the Merger and (2) nothing herein Agreement. During the Specified Period, Shareholder shall prevent not enter into any Contract or diminish Stockholder’s ability understanding with any Person to vote or give instructions in favor any manner inconsistent with clause (a) or clause (b) of or consent the preceding sentence. Notwithstanding anything to the filing contrary set forth in this Agreement, nothing in this Agreement shall limit or institution of bankruptcyrestrict Shareholder from (i) acting in Shareholder’s capacity as a director, reorganization, liquidation officer or receivership proceedings by or on behalf employee of the Acquired CompaniesCompany or in Shareholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust, to the extent applicable, it being understood that this Agreement shall apply to Shareholder solely in Shareholder’s capacity as a shareholder of the Company; or (ii) voting (including by proxy or written consent) in Shareholder’s sole discretion on any matter other than the matters referred to in this Section 3.1.

Voting Covenant. Subject Prior to Section 3.4, Stockholder hereby agrees that, during the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, and in any written action by written consent of stockholders of the CompanySeller, unless otherwise directed in writing by Parentthe Purchaser, Stockholder shall cause the all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted:voted (and to which Stockholder is entitled to vote): (a) in favor of (i) the Merger, Acquisition and the execution and delivery by the Company Seller of the Merger Agreement and the adoption Purchase Agreement, in favor of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Purchase Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cb) against the following actions (other than the Merger Acquisition and the Contemplated Transactionstransactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired CompanyAcquisition Proposal; (iii) any change in a majority of the board of directors of the CompanySeller; (iv) any action or proposal amendment to amend, or waive any provision of the Seller's certificate of incorporation or bylaws bylaws; (v) any material change in the capitalization of the Company Seller or the Seller's corporate structure; and (vvi) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Acquisition or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Purchase Agreement or this Agreement. Prior to the extent such action is intendedVoting Covenant Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such case, in a manner that reduces the amount inconsistent with clause "(a)" or alters or changes the kind "(b)" of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Support Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingTransactions; (b) against any action or agreement that would (i) to the knowledge of such Stockholder, result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger AgreementAgreement or of Stockholder in this Agreement or (ii) would reasonably be expected to result in any of the conditions set forth in Article VIII or Annex I of the Merger Agreement not being satisfied on or before the Outside Date; and (c) against the following actions (other than the Merger and the Contemplated other Transactions): (i) any merger, consolidation or other business combination involving any Acquired CompanyAlternative Proposal; (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, sublease, license, sublicense exclusive license or transfer of a material portion amount of assets (including, for the avoidance of doubt, intellectual property rights) of the properties Company or other assets any reorganization, recapitalization or liquidation of any Acquired the Company; , (iiiv) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (vvi) any other action which is intendedis, to the knowledge of Stockholder, intended or would reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated TransactionsTransactions or this Agreement. During the Support Period, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, give instructions in a manner that reduces the amount inconsistent with clauses “(a)”, “(b)” or alters or changes the kind “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject to Section 3.4, Stockholder Each Member hereby agrees that, during the Voting Period, at any meeting of the stockholders members of the Company, however called, and in any written action by consent of stockholders members of the Company, unless otherwise directed in writing by Parent, Stockholder such Member shall cause the Subject his, her or its Covered Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action proposal in respect of which approval of the Company’s members is requested in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of any Acquired Company; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Company; (iv) other than in connection with the death or disability of any member of the board of directors, any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amendthe Company Organizational Documents that would, or waive any provision would be reasonably expected to, impede, interfere with, delay, postpone, or adversely affect the performance by Member of its obligations hereunder or the consummation of the certificate of incorporation transactions contemplated by this Agreement or bylaws the Merger Agreement; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) other than any adjournment or postponement of the Company Members’ Meeting permitted by Section 5.2(a) of the Merger Agreement, any other action which is intended, or would reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses . (iiid) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 herein to the contrary, (1) Stockholder this Section 3.1 shall not be required require any Member to vote or consent (or cause to be voted or consented) any of his, her or its Subject Covered Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to could result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”)therein, in any such case, in a manner that reduces the amount or (i) alters or changes the kind form of consideration to be paid in the Merger, (ii) adversely affects the tax consequences to such Member with respect to the consideration to be paid to received in the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.Merger,

Voting Covenant. Subject to Section 3.4, Stockholder Each Supporting Party hereby agrees that, during the Voting Period, at any meeting of the stockholders of the CompanyPurchaser (whether annual or special and whether or not adjourned or postponed), however called, and in any written action by written consent of the stockholders of Purchaser, at which the CompanyMerger Agreement and other related agreements (or any amended versions thereof) or such other related actions, unless are submitted for the consideration and vote of the stockholders of Purchaser, such Supporting Party shall appear at each such meeting or otherwise directed in writing cause all Subject Securities beneficially owned which such Supporting Party has a right to vote or owned of record by Parent, Stockholder such Supporting Party to be counted as present thereat for purposes of calculating a quorum and shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption approval of the Merger Agreement and the terms thereof, (ii) the proposals set forth in the Proxy Statement, (iii) each of the Purchaser Stockholder Matters; (iv) each of the other actions actions, including the Transactions contemplated by the Merger Agreement and (iiiv) any action in furtherance of any of the foregoing; (b) against any action action, proposal, agreement or agreement that transaction that, to the knowledge of each Supporting Party, would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company Purchaser in the Merger Agreement; and (c) against the following actions (other than pursuant to, or in furtherance of, the Merger and the Contemplated other Transactions): : (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Companythe Purchaser; (ii) any saleAcquisition Proposal, leaseincluding any reorganization, subleaserecapitalization, license, sublicense dissolution or transfer liquidation of a material portion of the properties or other assets of any Acquired CompanyPurchaser; (iii) any change in a majority of the board of directors of the CompanyPurchaser; (iv) any action or proposal amendment to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and Purchaser’s governing documents; (v) any change in the capitalization of Purchaser or Purchaser’s corporate structure; and (vi) any other action action, proposal, agreement or transaction or proposed transaction (including any possible Acquisition Proposal) which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (62) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingTransactions; (b) against any action or agreement that that, to the knowledge of such Stockholder, would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company conditions set forth in Section 7 or Annex I of the Merger AgreementAgreement not being satisfied on or before the End Date; and (c) against the following actions (other than the Merger and the Contemplated other Transactions): (i) any mergerAcquisition Proposal (provided, consolidation or other business combination involving any Acquired Companythat for the purposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, lease, sublease, license, sublicense license or transfer of a material portion amount of assets (including, for the avoidance of doubt, intellectual property rights) of the properties Company or other assets any reorganization, recapitalization or liquidation of any Acquired the Company; , (iiiv) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (vvi) any other action which is intendedis, to the knowledge of such Stockholder, intended or would reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage prevent or (6) adversely affect the Merger or any of the other Contemplated TransactionsTransactions or this Agreement. During the Support Period, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, give instructions in a manner that reduces the amount inconsistent with clauses “(a)”, “(b)” or alters or changes the kind “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and in any on every action or approval by written action by consent of the stockholders of the Company, unless otherwise directed in writing by ParentVidara, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the Subject Securities record date with respect to such meeting to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactions): any action which is (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal intended to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only to the extent such action is intendedMerger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) materially postpone, (5) discourage or (6) adversely affect in any way the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Voting Agreement. Notwithstanding anything in this Section 3.1 Prior to the contraryExpiration Date, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause give instructions with respect to be voted or consented) any such shares of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), Company Common Stock Owned by Stockholder in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)”, clause “(c)” or alters or changes the kind clause “(d)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parentat every adjournment or postponement thereof, Stockholder shall cause the Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote the Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement Agreement; and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any the adoption of the foregoingMerger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination proposal involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or that would reasonably be expected, expected to have a Material Adverse Effect on the Company or materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) adversely affect the Merger or any consummation of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Stockholder shall not revoke or modify the proxy or other instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 3.1, including, if the Company’s board of directors makes a Company Recommendation Change prior to such meeting, as may be necessary to cause the Subject Shares to be voted in accordance with the immediately following sentence. Notwithstanding anything to the contrary in this Agreement, if the Company’s board of directors makes a Company Recommendation Change during the Voting Period, then, at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, that occurs after such Company Recommendation Change and at which any of the matters described in this Section 3.1 are submitted to a vote of the contraryCompany’s stockholders, (1) Stockholder shall not be required to vote or consent (or cause the Subject Shares to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment same proportion (for, against or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner abstain) as the votes that reduces the amount or alters or changes the kind are collectively cast by all of the consideration other holders of Company Common Stock who are present and voting with respect to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companieseach such matter.

Voting Covenant. Subject to Section 3.4, Stockholder Securityholder hereby agrees that, during the Voting Period, at any meeting of the stockholders holders of Company Capital Stock (the Company“Equityholders”) (whether annual or special and whether or not adjourned or postponed), however called, and in any written action by written consent of stockholders the Equityholders, at which the Merger Agreement and other related agreements (or any amended versions thereof) or such other related actions, are submitted for the consideration and vote of the CompanyCompany Capital Stock, unless otherwise directed in writing by ParentPurchaser, Stockholder Securityholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action action, proposal, agreement or agreement that transaction that, to the knowledge of Securityholder, would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than pursuant to, or in furtherance of, the Merger and the Contemplated Transactionsother Transactions (as defined in the Merger Agreement), including the Pre-Closing Recapitalization): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired the Company; (ii) any saleAcquisition Proposal (as defined in the Merger Agreement), leaseincluding any reorganization, subleaserecapitalization, license, sublicense dissolution or transfer of a material portion liquidation of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal amendment to amend, or waive the Company’s Governing Documents; (iv) any provision of change in the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure (other than as contemplated in or permitted by the Merger Agreement); and (v) any other action action, proposal, agreement or transaction or proposed transaction (including any possible Acquisition Proposal) which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions; provided, andhowever, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder Securityholder shall not be required to vote or provide consent (or cause with respect to be voted or consented) any of its Subject Securities that are not held by the Company’s directors, officers, affiliates or greater than 5% shareholders of the Company, or take any other action, in each case to amend the extent any such vote, consent or other action would preclude Purchaser from filing with the SEC a registration statement on Form S-4 as contemplated by the Merger Agreement; provided, further, that as of the effective date of the Merger, no amendment, modification or waiver of the Merger Agreement (including any Schedule or Exhibit thereto) or take any action shall have occurred that would reasonably be expected to result adversely affect the economic benefits that Securityholder would reasonably expect to receive pursuant to the Merger. Notwithstanding anything to the contrary in this Section 2.2, (i) this Section 2.2 shall not apply to any proposal submitted to any of the Equityholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G inapplicable to any and all payments or benefits provided pursuant to Plan or other Company Contracts that might result, separately or in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”)aggregate, in the payment of any such case, in a manner that reduces the amount or alters the provision of any benefit that would not be deductible by reason of Section 280G or changes the kind that would be subject to an excise tax under Section 4999 of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired CompaniesCode.

Voting Covenant. Subject to Section 3.4During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any annual or special meeting of the stockholders of the Company, including the Company Stockholder Meeting, however called, including any adjournment or postponement thereof, Stockholder shall, in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (1) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (2) be present (in any written action person or by consent of stockholders proxy) and vote (or cause to be voted) with respect to all of the CompanySubject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted▇▇▇▇▇▇: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, ; (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement, the Merger and any other matters necessary to effect the Merger; (iii) each of the other actions transactions contemplated by the Merger Agreement Agreement; and (iiiiv) any action other transaction pursuant to which Parent or any Subsidiary thereof proposes to acquire the Company in furtherance of any which the stockholders of the foregoingCompany would receive aggregate consideration per share equal to or greater than the consideration to be received by stockholders of the Company in the Merger; (b) against any action or agreement that which is intended or would result reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect, in a material breach of each case in any material representationrespect, warranty, covenant or obligation of the Company in the Merger or this Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): , including (i) any mergerother extraordinary corporate transaction, consolidation or including any Acquisition Proposal made by any Person other business combination involving any Acquired Company; than Parent and Merger Subsidiary, (ii) any sale, lease, sublease, license, sublicense amendment to the certificate of incorporation or transfer of a material portion bylaws of the properties or other assets of any Acquired Company; , (iii) any material change to the capitalization of the Company, (iv) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision ’s Board of the certificate of incorporation or bylaws of the Company Directors and (v) any other action which is intendedaction, proposal, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action agreement that would reasonably be expected to result in the amendment breach of any covenant, representation or modificationwarranty or any other obligation or agreement under the Merger Agreement or this Agreement; and (c) against any Alternative Acquisition Agreement and any action in furtherance of any Alternative Acquisition Agreement. During the Support Period, Stockholder shall not enter into any agreement or a waiver of a provision therein (an “Adverse Amendment”), in understanding with any such case, Person to vote or give instructions with respect to the Subject Securities in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection inconsistent with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 3.1.

Voting Covenant. Subject to Section 3.4, Stockholder Each Member hereby agrees that, during the Voting Period, at any meeting of the stockholders members of the Company, however called, and in any written action by consent of stockholders members of the Company, unless otherwise directed in writing by Parent, Stockholder such Member shall cause the Subject his, her or its Covered Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action proposal in respect of which approval of the Company’s members is requested in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of any Acquired Company; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Company; (iv) other than in connection with the death or disability of any member of the board of directors, any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amendthe Company Organizational Documents that would, or waive any provision would be reasonably expected to, impede, interfere with, delay, postpone, or adversely affect the performance by Member of its obligations hereunder or the consummation of the certificate of incorporation transactions contemplated by this Agreement or bylaws the Merger Agreement; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) other than any adjournment or postponement of the Company Members’ Meeting permitted by Section 5.2(a) of the Merger Agreement, any other action which is intended, or would reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses . (iiid) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 herein to the contrary, (1) Stockholder this Section 3.1 shall not be required require any Member to vote or consent (or cause to be voted or consented) any of his, her or its Subject Covered Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to could result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.the

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during prior to the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder Shareholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company approval of the Merger Arrangement Agreement and the adoption Plan of Arrangement (as the same may be amended in accordance with their terms), the approval of the Merger Agreement Arrangement and any matter that could reasonably be expected to facilitate the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingArrangement; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in under the Merger AgreementArrangement Agreement or the Plan of Arrangement; and (c) against any of the following actions (other than in furtherance of the Merger Arrangement and the Contemplated Transactionstransactions contemplated by the Arrangement Agreement and except as otherwise agreed to or directed by Parent in writing): (iA) any extraordinary corporate transaction or fundamental change, such as a merger, consolidation or other arrangement or business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion all or substantially all of the properties or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal to amend, or waive any provision change in the authorized capital of the certificate Company or any amendment to the Company’s articles of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) prevent, postpone, (5) discourage or (6) adversely affect the Merger Arrangement or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Arrangement Agreement or this Agreement. Prior to the extent such action is intendedVoting Covenant Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder Shareholder shall not be required enter into any agreement or understanding with any Person to vote or consent give instructions in any manner inconsistent with clause “(or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement a)”, “(including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modificationb)”, or a waiver of a provision therein “(an “Adverse Amendment”c), in any such case, in a manner that reduces the amount or alters or changes the kind ” of the consideration preceding sentence. If requested by Parent, Shareholder will execute such documents as may be reasonably required to be paid give effect to the Company’s stockholders provisions of this Section upon Shareholder having received reasonable opportunity to consult with legal counsel. Shareholder further agrees that, during the Term, it shall not enter into any agreement or understanding with any person, whether or not in connection with writing, directly or indirectly the Merger and (2) nothing herein shall prevent effect of which would be inconsistent or diminish Stockholder’s ability to vote in favor of or consent contrary to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesprovisions and agreements contained herein.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Restricted Period, at any meeting of the stockholders of the CompanyAPI, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by ParentAPI, Stockholder shall cause the Subject Securities to be voted:voted (to the extent such Subject Securities are entitled to vote): (a) in favor of (i) the Merger, the execution and delivery by the Company API of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of API to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held, and in favor of any proposal to adjourn or postpone the meeting that is recommended by the Board of Directors of API and that is permitted by the Merger Agreement; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company API in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated or permitted by the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of API; (iii) any amendment to API’s certificate of incorporation or bylaws, which amendment would in any manner frustrate, prevent or nullify the CompanyMerger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of API’s capital stock; (iv) any action material change in the capitalization of API or proposal to amend, or waive API’s corporate structure; (v) any provision of the certificate of incorporation or bylaws of the Company Acquisition Proposal; and (vvi) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger Agreement or this Agreement. During the Restricted Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the other Contemplated Transactionspreceding sentence. Notwithstanding anything Except as set forth in this Section 3.1 to 3.1, nothing in this Agreement shall limit the contrary, (1) right of Stockholder shall not be required to vote in favor of, against or consent (or cause abstain with respect to be voted or consented) any of its Subject Securities matters presented to amend the Merger Agreement (API’s stockholders, including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor election of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesdirectors.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Restricted Period, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted:voted (to the extent such Subject Securities are entitled to vote): (a) in favor of (i) the Merger, the execution and delivery by the Company Parent of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of Parent to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held, and in favor of any proposal to adjourn or postpone the meeting that is recommended by the Board of Directors of the Parent and that is permitted by the Merger Agreement; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company Parent in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated or permitted by the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of Parent; (iii) any amendment to Parent’s certificate of incorporation or bylaws, which amendment would in any manner frustrate, prevent or nullify the CompanyMerger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Parent’s capital stock; (iv) any action material change in the capitalization of Parent or proposal to amend, or waive Parent’s corporate structure; (v) any provision of the certificate of incorporation or bylaws of the Company Acquisition Proposal; and (vvi) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger Agreement or this Agreement. During the Restricted Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the other Contemplated Transactionspreceding sentence. Notwithstanding anything Except as set forth in this Section 3.1 to 3.1, nothing in this Agreement shall limit the contrary, (1) right of Stockholder shall not be required to vote in favor of, against or consent (or cause abstain with respect to be voted or consented) any of its Subject Securities matters presented to amend the Merger Agreement (Parent’s stockholders, including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor election of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesdirectors.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Support Period, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Shares included in the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingTransactions; (b) against any action or agreement that that, to Stockholder’s knowledge, would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger AgreementAgreement in a manner that would reasonably be expected to cause a failure of an Offer Condition to be satisfied; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any mergerAcquisition Proposal (provided, consolidation or other business combination involving any Acquired Companythat for the purposes of this clause “(a)” all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”); (ii) any sale, lease, sublease, license, sublicense amendment to the Company’s certificate of incorporation or transfer of a material portion of the properties or other assets of any Acquired Companybylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, intended or would reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated TransactionsTransactions or this Agreement. During the Support Period, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any ▇▇▇▇▇ to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, give instructions in a manner that reduces the amount inconsistent with clauses “(a)”, “(b)” or alters or changes the kind “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject On and after the July 5, 2003 and prior to Section 3.4, Stockholder hereby agrees that, during the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, and in any written action by written consent of stockholders of the CompanySeller, unless otherwise directed in writing by Parentthe Purchaser, Stockholder shall cause the all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted:voted (and to which Stockholder is entitled to vote): (a) in favor of (i) the Merger, Acquisition and the execution and delivery by the Company Seller of the Merger Agreement and the adoption Purchase Agreement, in favor of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Purchase Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cb) against the following actions (other than the Merger Acquisition and the Contemplated Transactionstransactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller’s corporate name or the dissolution and liquidation of the Seller): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired CompanyAcquisition Proposal; (iii) any change in a majority of the board of directors of the CompanySeller; (iv) any action or proposal amendment to amend, or waive any provision of the Seller’s certificate of incorporation or bylaws bylaws; (v) any material change in the capitalization of the Company Seller or the Seller’s corporate structure; and (vvi) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Acquisition or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Purchase Agreement or this Agreement. Prior to the extent such action is intendedVoting Covenant Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such case, in a manner that reduces the amount inconsistent with clause “(a)” or alters or changes the kind “(b)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during the Voting Effective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Shareholder shall vote or cause the Subject Securities to be voted, whether by the Record Holders or otherwise, including by instructing the Depositary to vote the Company Shares represented by any Company ADSs Owned by Shareholder: (a) in favor of each of the transactions and other related matters contemplated by the Master Agreement, including: (i) the Merger, election of the execution and delivery by Parent Designees to the Company Board in accordance with the terms of the Merger Agreement Master Agreement; and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger AgreementVoting Proposals; and (cb) against the following actions (other than the Merger and transactions contemplated by the Contemplated TransactionsMaster Agreement, including the Voting Proposals): (i) any merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired CompanyAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (ivv) any action amendment to the Company’s articles of incorporation, bylaws or proposal to amend, or waive other similar charter document; (vi) any provision of material change in the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) materially and adversely affect any of the Merger transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Contemplated TransactionsOffer Conditions to not be satisfied. During the Effective Period, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder Shareholder shall not be required enter into any agreement or legally binding commitment with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such case, in a manner that reduces the amount inconsistent with clause “(a)” or alters or changes the kind clause “(b)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, Stockholder shall, in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of the Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingTransactions; (b) against any action or agreement that which is intended or would result reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect in a material breach of any material representation, warranty, covenant respect the Merger or obligation any of the Company in the Merger other Transactions or this Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): , including (i) any mergerproposal of any Person (other than Parent and Purchaser) to acquire the Company or all or substantially all of the assets thereof or to engage in any other similar extraordinary corporate transaction, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense amendment to the certificate of incorporation or transfer of a material portion bylaws of the properties or other assets of any Acquired Company; , (iii) any material change to the capitalization of the Company, (iv) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company Board and (v) any other action which is intendedaction, proposal, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action agreement that would reasonably be expected to result in the amendment any breach of any covenant, representation or modificationwarranty or any other obligation or agreement under the Merger Agreement or this Agreement; and (c) against any Acquisition Proposal and any action in furtherance of any Acquisition Proposal. During the Support Period, Stockholder shall not enter into any agreement or a waiver of a provision therein (an “Adverse Amendment”), in understanding with any such case, Person to vote or give instructions in a manner that reduces the amount inconsistent with clauses “(a)”, “(b)” or alters or changes the kind “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject to Section 3.4, Each Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), including the Company Stockholder Meeting, and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, such Stockholder shall cause the such Stockholder’s Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote such Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company adoption of the Merger Agreement Agreement; and (ii) any action contemplated by or in furtherance of the adoption of the Merger Agreement and the terms thereof, (ii) each including any adjournment or postponement of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingCompany Stockholder Meeting); (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and; (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any mergerAcquisition Proposal or any reorganization, consolidation dissolution, liquidation, winding up or other business combination similar extraordinary transaction involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; and (ivd) against any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of involving the Company and (v) or any other action which is intended, or of its Subsidiaries that would reasonably be expectedexpected to have a Company Material Adverse Effect or prevent, to materially (1) impededelay, (2) materially interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect materially impair the consummation of the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger or any of the other Contemplated TransactionsAgreement. Notwithstanding anything in this Section 3.1 to the contrary, (1) Each Stockholder shall not be required revoke or modify the instructions granted pursuant to vote or consent the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or cause to be voted any adjournment or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit theretopostponement thereof) or take any action that would reasonably be expected to result in (ii) the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind expiration of the consideration Voting Period, except, if the Company Board makes a Company Board Recommendation Change prior to be paid to such meeting, then the Company’s stockholders Subject Shares in connection with the Merger its sole and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesabsolute discretion.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, that during the period from the date of this Agreement through the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Reorganization Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any my action or agreement that would or could reasonably result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Reorganization Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of assets of the properties Company or other assets any subsidiary of any Acquired the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company's certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only to the extent such action is intended, Reorganization Agreement or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactionsthis Agreement. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person prior to the earlier of the date upon which the Reorganization Agreement is validly terminated or the date upon which the Merger is consummated to vote or consent give instructions in any manner inconsistent with clause "(or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement a)", "(including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modificationb)", or a waiver of a provision therein "(an “Adverse Amendment”c), in any such case, in a manner that reduces the amount or alters or changes the kind " of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and in any on every action or approval by written action by consent of the stockholders of the Company, unless otherwise directed in writing by ParentAzur, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the Subject Securities record date with respect to such meeting to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactions): any action which is (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal intended to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only to the extent such action is intendedMerger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to materially (1) impede, (2) interfere with, (3) materially delay, (4) materially postpone, (5) discourage or (6) adversely affect in any material way the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Voting Agreement. Notwithstanding anything in this Section 3.1 Prior to the contraryExpiration Date, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause give instructions with respect to be voted or consented) any such shares of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), Company Common Stock Owned by Stockholder in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)”, clause “(c)” or alters or changes the kind clause “(d)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby h▇▇▇▇▇ agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, Stockholder shall cause the any Subject Securities that are entitled to vote at such meeting to be voted: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, Agreement; (ii) each of the other actions contemplated by the Merger Agreement Agreement; and (iii) any action in furtherance of any other matter necessary for the consummation of the foregoingtransactions contemplated by the Merger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated in the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Proposal; (ii) any salereorganization, leaserecapitalization, sublease, license, sublicense dissolution or transfer of a material portion liquidation of the properties Company or other assets any of any Acquired Companyits Subsidiaries; (iii) any change in a majority amendment to the Organizational Documents of the board Company, which amendment would reasonably be expected to have the effect of directors (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (iv) any action or proposal to amend, or waive any provision of material change in the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure; and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, transactions contemplated in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired CompaniesAgreement.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder Shareholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against any Acquisition Proposal or the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the certificate Company’s articles of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder Shareholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Support Period, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingContemplated Transactions; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired CompanyCorporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any other Acquired Corporation outside the ordinary course of business; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iiiiv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws relating directly or indirectly to, or having the effect of facilitating, an extraordinary corporate transaction; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or Merger, any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Transactions or any of the other Contemplated Transactionsactions contemplated by this Support Agreement. Notwithstanding anything in this Section 3.1 to During the contrarySupport Period, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Restricted Period, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted:voted (to the extent such Subject Securities are entitled to vote): (a) in favor of (i) the Merger, the execution and delivery by the Company approval of the Merger Agreement and the adoption issuance of the Parent Common Stock pursuant to the Merger Agreement and the terms thereofAgreement, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of Parent to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company Parent in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated or permitted by the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of Parent; (iii) any amendment to Parent's certificate of incorporation or bylaws, which amendment would in any manner frustrate, prevent or nullify the CompanyMerger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Parent's capital stock; (iv) any action material change in the capitalization of Parent or proposal to amend, or waive Parent's corporate structure; (v) any provision of the certificate of incorporation or bylaws of the Company Acquisition Proposal; and (vvi) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect transactions contemplated by the Merger Agreement or this Agreement. During the Restricted Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)", clause "(b)", clause "(c)" or clause "(d)" of the other Contemplated Transactionspreceding sentence. Notwithstanding anything Except as set forth in this Section 3.1 to 3.1, nothing in this Agreement shall limit the contrary, (1) right of Stockholder shall not be required to vote in favor of, against or consent (or cause abstain with respect to be voted or consented) any of its Subject Securities matters presented to amend the Merger Agreement (Parent's stockholders, including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor election of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesdirectors.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company's certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (vG) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause "(a)", in a manner that reduces the amount clause "(b)" or alters or changes the kind clause "(c)" of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company however called, and in any written at every adjournment or postponement thereof (or pursuant to an action by written consent if the Company Stockholders act by written consent in lieu of stockholders of a meeting), the CompanyStockholder shall, unless otherwise directed in writing by Parent, Stockholder or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote all Subject Securities as to be votedwhich the Stockholder holds voting rights at the time of such vote or action by written consent: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of adopting the Merger Agreement and the adoption of approving the Merger Agreement and the terms thereofother Contemplated Transactions submitted to a stockholder vote (or action by written consent) pursuant to the Merger Agreement; (ii) the Company Stockholder Matters, (iiiii) each of the other actions contemplated by the Merger Agreement submitted to a stockholder vote (or action by written consent) pursuant to the Merger Agreement; and (iiiiv) any action submitted to a stockholder vote (or action by written consent) that is required in furtherance of any of the foregoingforegoing (including the waiver of any notices relating to the Merger Agreement, the Merger, or the Contemplated Transactions, under the Company’s certificate of incorporation, bylaws or under the Delaware General Corporation Law); (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation Takeover Proposal or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (vG) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting Periodearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause the Subject Securities to be voted: (aA) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement Charter Amendment and the adoption Share Issuance (each as defined in the Reorganization Agreement) and in favor of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;; and (bB) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company Parent in the Merger Reorganization Agreement; and (cC) against the following actions (other than the Merger Transaction and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CompanyParent; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the properties or other assets of any Acquired CompanyParent; (iiiC) any reorganization, recapitalization, dissolution or liquidation of Parent; (D) any change in a majority of the board of directors of the CompanyParent; (ivE) any action or proposal amendment to amend, or waive any provision of the Parent's certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company Parent or Parent's corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Transaction or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Reorganization Agreement or this Agreement. Prior to the extent such action is intended, or would reasonably be expected, earlier to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any occur of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to valid termination of the contraryReorganization Agreement or the consummation of Merger I, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent give instructions in any manner inconsistent with clause "(or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement a)", "(including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modificationb)", or a waiver of a provision therein "(an “Adverse Amendment”c), in any such case, in a manner that reduces the amount or alters or changes the kind " of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Each Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, such Stockholder shall cause the such Stockholder’s Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote such Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement Agreement; and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any the adoption of the foregoingMerger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination proposal involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or that would reasonably be expected, expected to have a Company Material Adverse Effect or materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) adversely affect the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement. Each Stockholder shall not revoke or modify the proxy or other instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, andexcept, in each case, as may be necessary to comply with the case voting obligations set forth in this Section 3.1, including, if the Company Board makes a Company Board Recommendation Change prior to such meeting, as may be necessary to cause the Subject Shares to be voted in accordance with the immediately following sentence. Notwithstanding anything to the contrary in this Agreement, if the Company Board makes a Company Board Recommendation Change in compliance with Section 5.4(d) of clauses the Merger Agreement during the Voting Period, then, at any meeting of the stockholders of the Company (iii) and (ivhowever called), only to the extent and at every adjournment or postponement thereof, that occurs after such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or Company Board Recommendation Change and at which any of the other Contemplated Transactions. Notwithstanding anything matters described in this Section 3.1 are submitted to a vote of the contraryCompany’s stockholders, (1) each Stockholder shall not be required to vote or consent (or cause such Stockholder’s Subject Shares to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment same proportion (for, against or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner abstain) as the votes that reduces the amount or alters or changes the kind are collectively cast by all of the consideration other holders of Company Common Stock who are present and voting at such meeting with respect to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companieseach such matter.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities Shares to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Reorganization Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, warranty or covenant or obligation of the Company in the Merger Reorganization Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material substantial portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Reorganization Agreement or this Stockholder Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such case, in a manner that reduces the amount inconsistent with clause “(a),” clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Each Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, such Stockholder shall cause the such Stockholder’s Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote such Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement Agreement; and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any the adoption of the foregoingMerger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any merger, consolidation or other business combination proposal involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or that would reasonably be expected, expected to have a Company Material Adverse Effect or materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage postpone or (6) adversely affect the Merger or any consummation of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Each Stockholder shall not revoke or modify the proxy or other instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 3.1, including, if the Company Board makes a Company Board Recommendation Change prior to such meeting, as may be necessary to cause the Subject Shares to be voted in accordance with the immediately following sentence. Notwithstanding anything to the contrary in this Agreement, if the Company Board makes a Company Board Recommendation Change during the Voting Period, then, at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, that occurs after such Company Board Recommendation Change and at which any of the matters described in this Section 3.1 are submitted to a vote of the contraryCompany’s stockholders, (1) each Stockholder shall not be required to vote or consent (or cause such Stockholder’s Subject Shares to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment same proportion (for, against or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner abstain) as the votes that reduces the amount or alters or changes the kind are collectively cast by all of the consideration other holders of Company Common Stock who are present and voting with respect to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companieseach such matter.

Voting Covenant. Subject to Section 3.4, Stockholder hereby ▇▇▇▇▇▇ agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, Stockholder shall cause the any Subject Securities that are entitled to vote at such meeting to be voted: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, Agreement; (ii) each of the other actions contemplated by the Merger Agreement Agreement; and (iii) any action in furtherance of any other matter necessary for the consummation of the foregoingtransactions contemplated by the Merger Agreement; (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated in the Merger Agreement): (i) any merger, consolidation or other business combination involving any Acquired CompanyAcquisition Proposal; (ii) any salereorganization, leaserecapitalization, sublease, license, sublicense dissolution or transfer of a material portion liquidation of the properties Company or other assets any of any Acquired Companyits Subsidiaries; (iii) any change in a majority amendment to the Organizational Documents of the board Company, which amendment would reasonably be expected to have the effect of directors (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (iv) any action or proposal to amend, or waive any provision of material change in the certificate of incorporation or bylaws capitalization of the Company or the Company’s corporate structure; and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, transactions contemplated in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired CompaniesAgreement.

Voting Covenant. Subject to Section 3.4During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, Stockholder shall (or shall cause) in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (ai) in favor of (ix) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (iiy) each of the other actions contemplated by the Merger Agreement and Contemplated Transactions; and (iiiii) against (x) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect in any material respect the Merger, the Offer or any of the other Contemplated Transactions or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) to acquire the Company or all or substantially all of the assets thereof and action in furtherance of any of the foregoing; (b) against Acquisition Proposal or to engage in any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions other similar extraordinary corporate transaction (other than the Merger and the Contemplated Transactions): ), and (iy) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors amendment of the Company; ’s Constituent Documents (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders except in connection with the Merger and (2) nothing herein or Contemplated Transactions). During the Support Period, Stockholder shall prevent not enter into any agreement or diminish Stockholder’s ability understanding with any Person to vote or give instructions in favor a manner inconsistent with clauses (a) or (b) of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiesthis Section 4.1.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), and at every adjournment or postponement thereof, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder (solely in its capacity as such) shall cause the Subject Securities with respect to which Stockholder has voting rights to be voted: (a) in favor of of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, Agreement; (ii) each of the other actions contemplated by the Merger Agreement Agreement; and (iii) any action in furtherance of any of the foregoing;; and (b) against any action or agreement that would result in a material breach the failure of any material representation, warranty, covenant or obligation of the Company conditions set forth in Section 6 or Section 7 of the Merger AgreementAgreement to be satisfied; and (c) against each of the following actions (other than the Merger and the other Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving any Acquired Company, that relates to an Acquisition Proposal; (ii) any saleamendment to the Company’s certificate of incorporation or bylaws, leasewhich amendment would reasonably be expected to have the effect of (A) frustrating the purpose of, subleaseor breaching or nullifying any provision of, licensethe Merger Agreement, sublicense (B) preventing, materially impeding or transfer materially delaying the Merger or (C) changing the voting rights of a material portion any shares of capital stock of the properties or other assets of any Acquired Company; (iii) any material change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws capitalization of the Company and or the Company’s corporate structure; or (viv) any other action which is intended, or would reasonably be expectedexpected to prevent, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage impede or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect delay the Merger or any of the other Contemplated Transactions. Notwithstanding anything to the contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect or adopt an Adverse Amendment, the provisions of this Section 3.1 shall not apply with respect to the contrary, (1) Stockholder shall not be required to Stockholder’s vote or consent (or cause with respect to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “such Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during the Voting Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder Shareholder shall cause the Subject Securities with respect to which such Shareholder has voting rights to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company approval of the Merger Agreement and the adoption of the Merger Agreement and the terms thereofAgreement, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any Acquired Companyof its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of the Company or any Acquired Companyof its Subsidiaries; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the certificate articles of incorporation or bylaws of the Company Company, which amendment may have the effect of (1) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (2) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (3) changing the voting rights of any shares of capital stock of the Company, and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Merger, including the Financing, or any of the other Contemplated Transactions, transactions contemplated by the Merger Agreement and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend transactions contemplated by the Merger Agreement (Agreement, including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired CompaniesFinancing.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the CompanyReplidyne, however called, and in any written action by consent of stockholders of the CompanyReplidyne, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause not less than 68.0% of the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company Replidyne of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company Replidyne in the Merger AgreementAgreement that would have the effect of preventing or materially delaying the Merger; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement (including, for the avoidance of doubt, the consummation of a Pipeline Transaction and any actions relating to the winding up of Replidyne’s business in accordance with the Merger Agreement)): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Replidyne or any Acquired Companysubsidiary of Replidyne; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the properties or other assets of Replidyne or any Acquired Companysubsidiary of Replidyne; (iiiC) any reorganization, recapitalization, dissolution or liquidation of Replidyne or any subsidiary of Replidyne; (D) any change in a majority of the board of directors of the CompanyReplidyne; (ivE) any action or proposal amendment to amend, or waive any provision of the Replidyne’s certificate of incorporation or bylaws of which would prevent or materially delay the Company Merger; (F) any Acquisition Transaction; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedVoting Covenant Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent give instructions in any manner inconsistent with clause “(or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement a)”, “(including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modificationb)”, or a waiver of a provision therein “(an “Adverse Amendment”c), in any such case, in a manner that reduces the amount or alters or changes the kind ” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders of the CompanyIgDraSol, however called, or at any adjournment or postponement thereof and in any on every action or approval by written action by consent of the stockholders of the CompanyIgDraSol, unless otherwise directed in writing by ParentSorrento, Stockholder shall cause any and all issued and outstanding shares of IgDraSol Common Stock Owned by Stockholder as of the Subject Securities record date with respect to such meeting to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company IgDraSol of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of IgDraSol to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company IgDraSol in the Merger Agreement; and (cd) against the following actions (other than the Merger and the Contemplated Transactions): any action which is (i) any merger, consolidation or other business combination involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal intended to amend, or waive any provision of the certificate of incorporation or bylaws of the Company and (v) any other action which is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only to the extent such action is intendedMerger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to materially (1) impede, (2) interfere with, (3) materially delay, (4) materially postpone, (5) discourage or (6) adversely affect in any material way the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Voting Agreement. Notwithstanding anything in this Section 3.1 Prior to the contraryExpiration Date, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)”, clause “(c)” or alters or changes the kind clause “(d)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodTermination Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company's certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedTermination Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause "(a)", in a manner that reduces the amount clause "(b)" or alters or changes the kind clause "(c)" of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise provided in the Merger Agreement or directed in writing by ParentMerger Partner, Stockholder shall cause the Subject Securities to be voted (to the extent such Subject Securities may be so voted:): (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any change in a majority of the board of directors of the Company; (ivD) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws; (E) any material change in the capitalization of the Company or the Company’s corporate structure; and (vF) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the CompanyCompany (a “Stockholder Consent”), unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing;; and (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement, such actions set forth in Section 4.2 of the Company Disclosure Schedule, or such actions consented to in writing by Parent): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of assets of the properties Company or other assets any subsidiary of any Acquired the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws, which amendment would in any manner frustrate, prevent or nullify the Merger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Capital Stock; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Voting Covenant Expiration Date Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent give instructions in any manner inconsistent with clause “(or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement a)”, “(including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modificationb)”, or a waiver of a provision therein “(an “Adverse Amendment”c), in any such case, in a manner that reduces the amount or alters or changes the kind ” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted:voted (to the extent such Subject Securities are entitled to vote): (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated or permitted by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of the Company or any Acquired subsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (ivv) any action or proposal amendment to amend, or waive any provision of the Company’s certificate of incorporation or bylaws bylaws, which amendment would in any manner frustrate, prevent or nullify the Merger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vvii) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodProxy Expiration Date, at any meeting of the stockholders Stockholders of the Company, however called, and in any written action by consent of stockholders Stockholders of the Company, unless otherwise directed in writing by ParentW▇▇.▇▇▇, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Agreement and (iii) in favor of any action in furtherance of any of the foregoing;; and (b) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties rights or other assets of the Company or any Acquired subsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the certificate Company’s articles of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, expected to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intendedProxy Expiration Date, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount clause “(b)” or alters or changes the kind clause “(c)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Each Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company, Company (however called), including the Company Stockholder Meeting, and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, such Stockholder shall cause the such Stockholder’s Subject Securities Shares to be voted:voted by granting and delivering a valid proxy or other instructions necessary to vote such Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof): (a) in favor of of: (i) the Merger, the execution and delivery by the Company adoption of the Merger Agreement Agreement; and (ii) any action contemplated by or in furtherance of the adoption of the Merger Agreement and the terms thereof, (ii) each including any adjournment or postponement of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoingCompany Stockholder Meeting); (b) against any action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and; (c) against the following actions (other than the Merger and the Contemplated Transactions): (i) any mergerAcquisition Proposal or any reorganization, consolidation dissolution, liquidation, winding up or other business combination similar extraordinary transaction involving any Acquired Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of any Acquired Company; (iii) any change in a majority of the board of directors of the Company; and (ivd) against any action or proposal to amend, or waive any provision of the certificate of incorporation or bylaws of involving the Company and (v) or any other action which is intended, or of its Subsidiaries that would reasonably be expectedexpected to have a Company Material Adverse Effect or prevent, to materially (1) impededelay, (2) materially interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect materially impair the consummation of the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement. Each Stockholder shall not revoke or modify the instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, andexcept, in each case, as may be necessary to comply with the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything voting obligations set forth in this Section 3.1 to the contrary, (1) Stockholder shall not be required to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), in any such case, in a manner that reduces the amount or alters or changes the kind of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companies3.1.

Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, during prior to the Voting PeriodCovenant Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the CompanyParent, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause the Subject Securities to be voted: (a) in favor of (i) the issuance of the shares of Parent Common Stock in the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption of the Merger Agreement and the terms thereof, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;; and (b) in favor of the Charter Amendment; and (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company Parent in the Merger Agreement; and (cd) against the following actions (other than the Merger, actions contemplated by the Merger and Agreement, such actions set forth in Section 4.2 of Parent Disclosure Schedule, or such actions consented to in writing by the Contemplated TransactionsCompany): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Parent or any Acquired Companysubsidiary of the Parent; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the properties or other assets of Parent or any Acquired Companysubsidiary of Parent; (iiiC) any reorganization, recapitalization, dissolution or liquidation of Parent or any subsidiary of Parent; (D) any change in a majority of the board of directors of the CompanyParent; (ivE) any action or proposal amendment to amend, or waive any provision of the Parent’s certificate of incorporation or bylaws other than the Charter Amendment; (F) any material change in the capitalization of Parent or the Company Parent’s corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Merger Agreement or this Agreement. Prior to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to the contrary, (1) Voting Covenant Expiration Date Stockholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause “(a)”, in a manner that reduces the amount or alters or changes the kind “(b)”, “(c)”or “(d)” of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.

Voting Covenant. Subject to Section 3.4, Stockholder Shareholder hereby agrees that, during prior to the Voting PeriodExpiration Date, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parentthe Purchaser, Stockholder Shareholder shall cause the Subject Company Securities to be voted: (a) in favor of (i) the MergerAcquisition, the execution and delivery by the Company approval of the Merger Purchase Agreement and the adoption of the Merger Agreement and the principal terms thereof, (ii) in favor of each of the other actions contemplated by the Merger Purchase Agreement and (iii) in favor of any action in furtherance of any of the foregoing; (b) in favor of the Winding Up and Dissolution; (c) against any action or agreement that would result in a material breach of any material representation, warranty, covenant or obligation of the Company in the Merger Purchase Agreement; and (cd) against the following actions (other than the Merger Acquisition, the Winding Up and Dissolution and the Contemplated Transactionsother actions contemplated by the Purchase Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired subsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of assets of the properties Company or other assets any subsidiary of any Acquired the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (ivE) any action or proposal amendment to amend, or waive any provision of the Company's certificate of incorporation or bylaws bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (vG) any other action which is intended, or would could reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger Acquisition or any of the other Contemplated Transactions, and, in transactions contemplated by the case of clauses (iii) and (iv), only Purchase Agreement or this Agreement. Prior to the extent such action is intended, or would reasonably be expected, earlier to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger or any occur of the other Contemplated Transactions. Notwithstanding anything in this Section 3.1 to valid termination of the contraryPurchase Agreement or the consummation of the Acquisition, (1) Stockholder Shareholder shall not be required enter into any agreement or understanding with any Person to vote or consent (or cause to be voted or consented) any of its Subject Securities to amend the Merger Agreement (including any Schedule or Exhibit thereto) or take any action that would reasonably be expected to result in the amendment or modification, or a waiver of a provision therein (an “Adverse Amendment”), give instructions in any such casemanner inconsistent with clause "(a)", in a manner that reduces the amount "(b)", "(c)" or alters or changes the kind "(d)" of the consideration to be paid to the Company’s stockholders in connection with the Merger and (2) nothing herein shall prevent or diminish Stockholder’s ability to vote in favor of or consent to the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by or on behalf of the Acquired Companiespreceding sentence.