Common use of Voting Covenant Clause in Contracts

Voting Covenant. Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Seller, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the Purchaser, Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote): (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Acquisition and the transactions 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 Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DatePeriod, at any meeting of the stockholders of the SellerCompany, however called, and in any written action by written consent of stockholders of the SellerCompany, 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 stockholders of the Company, unless otherwise directed in writing by the PurchaserParent, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of (i) the Acquisition and Merger, the execution and delivery by the Seller Company of the Purchase AgreementMerger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of (ii) each of the other actions contemplated by the Purchase Merger Agreement and in favor of (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would to Stockholder’s knowledge result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bc) against the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the SellerContemplated Transactions): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the SellerCompany; (ivv) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) any other action which is intended, or could would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentenceContemplated Transactions.

Voting Covenant. Prior to Each Member hereby agrees that, during the Voting Covenant Expiration DatePeriod, at any meeting of the stockholders members of the SellerCompany, however called, and in any written action by written consent of stockholders members of the SellerCompany, unless otherwise directed in writing by the PurchaserParent, Stockholder such Member shall cause all Subject his, her or its Covered Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of (i) the Acquisition and Merger, the execution and delivery by the Seller Company of the Purchase AgreementMerger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of (ii) each of the other actions contemplated by the Purchase Merger Agreement and (iii) any proposal in favor respect of any action 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 breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bc) against the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the SellerContemplated Transactions): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the 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 SellerCompany; (ivv) any amendment to the Seller's certificate Company Organizational Documents that would, or would be reasonably expected to, impede, interfere with, delay, postpone, or adversely affect the performance by Member of incorporation its obligations hereunder or bylawsthe consummation of the transactions contemplated by this Agreement or the Merger Agreement; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) 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 could would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior Contemplated Transactions. (d) Notwithstanding anything herein to the Voting Covenant Expiration Datecontrary, Stockholder this Section 3.1 shall not enter into require any agreement or understanding with any Person Member to vote or give instructions consent (or cause to be voted or consented) any of his, her or its Covered Securities to amend the Merger Agreement or take any action that could result in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.the

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DateRestricted Period, at any meeting of the stockholders of the SellerCompany, however called, and in any action by written consent of the stockholders of the Seller, unless otherwise directed in writing by the PurchaserCompany, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is the extent such Subject Securities are entitled to vote): (a) in favor of the Acquisition and Merger, the execution and delivery by the Seller Company of the Purchase AgreementMerger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Purchase Merger Agreement and 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 breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bd) against the following actions (other than the Acquisition Merger and the transactions contemplated or permitted by the Purchase Merger Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the SellerCompany; (iviii) any amendment to the SellerCompany's certificate of incorporation or 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; (viv) any material change in the capitalization of the Seller Company or the SellerCompany's corporate structure; (v) any Acquisition Proposal; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement. Prior to During the Voting Covenant Expiration DateRestricted 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)" or ", clause "(b)", clause "(c)" or clause "(d)" of the preceding sentence. Except as set forth in this Section 3.1, nothing in this Agreement shall limit the right of Stockholder to vote in favor of, against or abstain with respect to any matters presented to the Company's stockholders, including in connection with the election of directors.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DateRestricted Period, at any meeting of the stockholders of the SellerCompany, however called, and in any action by written consent of the stockholders of the Seller, unless otherwise directed in writing by the PurchaserCompany, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is the extent such Subject Securities are entitled to vote): (a) in favor of the Acquisition and Merger, the execution and delivery by the Seller Company of the Purchase AgreementMerger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Purchase Merger Agreement and 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 breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bd) against the following actions (other than the Acquisition Merger and the transactions contemplated or permitted by the Purchase Merger Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the SellerCompany; (iviii) any amendment to the Seller's Company’s certificate of incorporation or 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; (viv) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; (v) any Acquisition Proposal; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Agreement. Prior to During the Voting Covenant Expiration DateRestricted 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)" or "”, clause “(b)" ”, clause “(c)” or clause “(d)” of the preceding sentence. Except as set forth in this Section 3.1, nothing in this Agreement shall limit the right of Stockholder to vote in favor of, against or abstain with respect to any matters presented to the Company’s stockholders, including in connection with the election of directors.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DatePeriod, at any meeting of the stockholders of the Seller, Company (however called), and at every adjournment or postponement thereof, and in any action by written consent of stockholders of the SellerCompany, unless otherwise directed in writing by the PurchaserParent, Stockholder shall cause all the Subject Securities that with respect to which there are entitled under applicable corporate laws to vote at such meeting or by such written consent voting rights to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of: (i) the Merger and the adoption of the Acquisition and the execution and delivery by the Seller of the Purchase Merger Agreement, in favor of ; (ii) each of the other actions contemplated by the Purchase Agreement Merger Agreement; and in favor of (iii) any action in furtherance of any of the foregoing; and; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Acquisition Merger, the other Contemplated Transactions and the transactions contemplated actions that are permitted by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation terms of Section 4.2(b) of the SellerMerger Agreement): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving any Acquired Company; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Significant Subsidiaries; (iv) any change in a majority of the board of directors of the SellerCompany; (ivv) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) any other action which is intended, or could reasonably be expected, intended to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentenceMerger.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DateSupport Period, at any meeting of the stockholders of the SellerCompany, however called, and in any written action by written consent of stockholders of the SellerCompany, unless otherwise directed in writing by the PurchaserParent, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of: (i) the Merger; (ii) the adoption and approval of the Acquisition Merger Agreement and the execution and delivery by the Seller of the Purchase Agreement, in favor of terms thereof; (iii) each of the other actions contemplated by the Purchase Agreement Merger Agreement; and in favor of (iv) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bc) against the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the SellerContemplated Transactions): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired Corporation; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any other Acquired Corporation; (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 SellerCompany; (ivv) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Agreement or Contemplated Transactions, including this Support Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DateSupport Period, at any meeting of the stockholders of the Seller, Company (however called), and at every adjournment or postponement thereof, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the PurchaserCompany, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent Shares to be voted (voted, or shall duly execute and deliver any consent of stockholders of the Company with respect to which Stockholder is entitled to vote):the Subject Shares, as applicable, as follows: (a) in favor of the Acquisition and the execution and delivery by the Seller adoption of the Purchase Merger Agreement pursuant to the duly executed and delivered Stockholder Written Consent in the form attached as Exhibit D to the Merger Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Sellerother Contemplated Transactions): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, re-domestication, reorganization, recapitalization or similar transaction involving any Acquired Company; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the SellerCompany (other than to fill a vacancy as a result of (A) a resignation of a director unrelated to any of the other matters addressed in this paragraph (c) or (B) the Merger); (iviii) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (viv) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; (v) the adoption or approval of any Acquisition Proposal, Acquisition Transaction or Alternative Acquisition Agreement; and (vi) any other action which is intended, or could would reasonably be expected, to impede, impede or interfere with, delay, postpone, discourage with or adversely affect materially delay the Acquisition Merger or any of the other transactions contemplated by Contemplated Transactions. For the Purchase avoidance of doubt, nothing in this Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, shall require any Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "respect to any amendment to the Merger Agreement that (a)" i) decreases the Per Share Price or "(b)" changes the form of the preceding sentenceMerger Consideration payable to stockholders of the Company; (ii) imposes any material restrictions or any additional conditions on the consummation of the Merger or the payment of the Per Share Price to stockholders of the Company; or (iii) extends the End Date.

Voting Covenant. Prior to Option Holder hereby agrees that, during the Voting Covenant Expiration DateEffective Period, at any meeting of the stockholders shareholders of the SellerCompany, however called, and in any action by written consent of stockholders shareholders of the SellerCompany, unless otherwise directed in writing by the PurchaserAcquisition Sub, Stockholder Option Holder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and as follows, including by instructing the Depositary to which Stockholder is entitled to vote):vote the Company Shares represented by any Company ADSs Owned by Option Holder: (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the transactions and other actions related matters contemplated by the Purchase Agreement and in favor of any action in furtherance of any Master Agreement, including: (i) the election of the foregoingParent Designees to the Company Board in accordance with the terms of the Master Agreement; and (ii) the other Voting Proposals; and (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Master Agreement, including, without limitation, including the change in Seller's corporate name or the dissolution and liquidation of the SellerVoting Proposals): (i) any Acquisition Transactionmerger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any Acquisition 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 SellerCompany; (ivv) any amendment to the Seller's certificate Company’s articles of incorporation incorporation, bylaws or bylawsother similar charter document; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) any other action which is intended, or could would reasonably be expected, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect any of the Acquisition transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other transactions contemplated by Offer Conditions to not be satisfied. During the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration DateEffective Period, Stockholder Option Holder shall not enter into any agreement or understanding legally binding commitment with any Person to vote or give instructions in any manner inconsistent with clause "“(a)" ” or "clause “(b)" ” of the preceding sentence.

Voting Covenant. Prior to Stockholder hereby agrees that, during the Voting Covenant Expiration DateSupport Period, at any meeting of the stockholders of the Seller, Company (however called), and at every adjournment or postponement thereof, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the PurchaserCompany, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent Shares to be voted (voted, or shall duly execute and deliver any consent of stockholders of the Company with respect to which Stockholder is entitled to vote):the Subject Shares, as applicable, as follows: (a) against any action or agreement that would result in favor a breach of any representation, warranty, covenant or obligation of the Acquisition and Company in the execution and delivery by the Seller of the Purchase Merger Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (b) against each of the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Sellerother Contemplated Transactions): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, re-domestication, reorganization, recapitalization or similar transaction involving any Acquired Company; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the SellerCompany (other than to fill a vacancy as a result of (A) a resignation of a director unrelated to any of the other matters addressed in this paragraph (c) or (B) the Merger); (iviii) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (viv) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; (v) the adoption or approval of any Acquisition Proposal, Acquisition Transaction or Alternative Acquisition Agreement; and (vi) any other action which is intended, or could would reasonably be expected, to impede, impede or interfere with, delay, postpone, discourage with or adversely affect materially delay the Acquisition Merger or any of the other transactions contemplated by Contemplated Transactions. For the Purchase avoidance of doubt, nothing in this Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, shall require any Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "respect to any amendment to the Merger Agreement that (a)" i) decreases the Per Share Price or "(b)" changes the form of the preceding sentenceMerger Consideration payable to stockholders of the Company; (ii) imposes any material restrictions or any additional conditions on the consummation of the Merger or the payment of the Per Share Price to stockholders of the Company; or (iii) extends the End Date.

Voting Covenant. Prior For so long as Stockholder is obligated to tender the Voting Covenant Expiration DateSubject Securities in accordance with Section 3.1 and such Subject Securities have not been returned to Stockholder in accordance with Section 3.2, Stockholder hereby agrees that, during the Support Period, at any meeting of the stockholders of the SellerCompany, however called, and in any action by written consent of stockholders of the SellerCompany, unless otherwise directed in writing by the PurchaserParent, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of (i) the Acquisition and Merger, the execution and delivery by the Seller Company of the Purchase Agreement, in favor 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 Purchase Agreement and Transactions; (b) against any action or agreement that would result in favor a breach of any action in furtherance of any representation, warranty, covenant or obligation of the foregoingCompany in the Merger Agreement; and (bc) against the following actions (other than the Acquisition Merger and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the SellerTransactions): (i) any Acquisition TransactionProposal; (ii) any Acquisition Proposalamendment 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 change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; Company and (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, intended or could would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Agreement Transactions or this Agreement. Prior to During the Voting Covenant Expiration DateSupport Period, Stockholder shall not enter into any agreement or understanding with any Person ▇▇▇▇▇ to vote or give instructions in any a manner inconsistent with clause "clauses “(a)" or "”, “(b)" ” or “(c)” of the preceding sentence. Notwithstanding anything to the contrary in this Section 4.1, in the event of a Company Adverse Change Recommendation pursuant to and in compliance with the terms and conditions of Section 6.1(b)(ii) of the Merger Agreement that does not result in a termination of the Merger Agreement under Section 8.1(d) thereof, the obligation of each Stockholder to vote Shares in the manner set forth in clauses (a), (b) and (c) of this Section 4.1 shall only apply to an aggregate number of Shares that is equal to thirty percent (30%) of the total number of shares of Common Stock entitled to vote in respect of such matter and the Stockholder shall cause all remaining Shares to be voted in a manner that is proportionate to the manner in which all holders of shares of Common Stock (other than the Stockholders) vote in respect of such matter. Stockholder shall retain at all times the right to vote all Subject Securities in Company Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 4.1 that are at any time or from time to time presented for consideration to the Company’s stockholders generally; provided that such vote would not reasonably be expected to adversely affect, or prevent or delay the consummation of, the Offer or the Merger.

Voting Covenant. Prior Stockholder hereby agrees that, prior to the Voting Covenant Expiration Proxy Termination Date, at any meeting of the stockholders of the SellerCompany, however called, and in any written action by written consent of stockholders of the SellerCompany, unless otherwise directed in writing by the Purchaser, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent Shares to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of the Acquisition Offer and Merger, the execution and delivery by the Seller Company of the Purchase AgreementMerger Agreement and the adoption and approval of the Offer and Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Purchase Offer and Merger Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Merger Agreement; and (bc) against the following actions (other than the Acquisition Offer and Merger and the transactions contemplated by the Purchase Offer and Merger Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any 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 SellerCompany or any subsidiary of the Company; (ivv) any amendment to the Seller's Company’s or any subsidiary of the Company’s certificate of incorporation or bylaws; (vvi) any material change in the capitalization of the Seller Company or any subsidiary of the Company or the Seller's Company’s or any subsidiary of the Company’s corporate structure; and (vivii) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Offer or Merger or any of the other transactions contemplated by the Purchase Offer or Merger Agreement or this Voting Agreement. Prior to the Voting Covenant Expiration Proxy Termination Date, Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with clause "“(a)" or "”, clause “(b)" ” or clause “(c)” of the preceding sentence.

Voting Covenant. Prior Each Stockholder hereby agrees that, prior to the Voting Covenant Expiration Termination Date, at any meeting of the stockholders of the SellerParent, however called, and in any written action by written consent of stockholders of the SellerParent, unless otherwise directed in writing by the PurchaserCompany, such Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or Shares held by such written consent Stockholder to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of the Acquisition and Merger, the execution and delivery by the Seller Parent of the Purchase AgreementMerger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Purchase Merger Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Parent in the Merger Agreement; and (bc) against the following actions (other than in connection with the Acquisition Merger and the transactions contemplated by the Purchase Merger Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Parent or any subsidiary of the Parent; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Parent or any subsidiary of the Parent; (iii) any reorganization, recapitalization, dissolution or liquidation of the Parent or any subsidiary of the Parent; (iv) any change in a majority of the board of directors of the SellerParent; (ivv) any amendment to the SellerParent's certificate of incorporation or bylaws; (vvi) any material change in the capitalization of the Seller Parent or the SellerParent's corporate structurestructure or issuance of shares by the Parent; and (vivii) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Merger or any of the other transactions contemplated by the Purchase Merger Agreement or this Voting Agreement. Prior to the Voting Covenant Expiration Termination Date, no Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or ", clause "(b)" or clause "(c)" of the preceding sentence.

Voting Covenant. Prior Stockholder hereby agrees that, prior to the Voting Covenant Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, at any meeting of the stockholders of the SellerParent, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the PurchaserCompany, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of the Acquisition Charter Amendment and the execution and delivery by Share Issuance (each as defined in the Seller of the Purchase Reorganization Agreement, in favor of each of the other actions contemplated by the Purchase Agreement ) and in favor of any action in furtherance of any of the foregoing; and (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Parent in the Reorganization Agreement; and (c) against the following actions (other than the Acquisition Transaction and the transactions contemplated by the Purchase Reorganization Agreement): (A) any extraordinary corporate transaction, includingsuch as a merger, without limitationconsolidation or other business combination involving Parent; (B) any sale, the change in Seller's corporate name lease or the transfer of a material amount of assets of Parent; (C) any reorganization, recapitalization, dissolution and or liquidation of the Seller): (i) any Acquisition TransactionParent; (ii) any Acquisition Proposal; (iiiD) any change in a majority of the board of directors of the SellerParent; (ivE) any amendment to the Seller's Parent’s certificate of incorporation or bylaws; (vF) any material change in the capitalization of the Seller Parent or the Seller's Parent’s corporate structure; and (viG) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Transaction or any of the other transactions contemplated by the Purchase Reorganization Agreement or this Agreement. Prior to the Voting Covenant Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "“(a)" or "”, “(b)" ”, or “(c)” of the preceding sentence.

Voting Covenant. Prior to Securityholder hereby agrees that, during the Voting Covenant Expiration DatePeriod, at any meeting of the stockholders holder of Company Capital Stock (the Seller“Equityholder”) (whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent of stockholders the Equityholder, at or pursuant to which, as applicable, any of the Sellermatters described below are submitted for the consideration and vote of the Equityholder, unless otherwise directed in writing by Parent and to the Purchaserextent Securityholder is permitted to vote pursuant to the Company’s Governing Documents, Stockholder Securityholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of (i) the Acquisition Mergers and the execution adoption and delivery by the Seller approval of the Purchase AgreementMerger Agreement and the terms thereof, in favor of (ii) each of the other actions contemplated by the Purchase Merger Agreement and in favor of (iii) any action reasonably in furtherance of any of the foregoingforegoing as contemplated by the terms of the Merger Agreement; (b) against any action, proposal, agreement or transaction that, to the knowledge of Securityholder, would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (bc) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreementpursuant to, including, without limitationor in furtherance of, the change Transactions, or transactions disclosed in Seller's corporate name or the dissolution and liquidation of the SellerCompany Disclosure Letter): (i) any Acquisition Transactionextraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any Acquisition Proposalsale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company; (iv) any change in a majority of the board of directors of the SellerCompany; (ivv) any amendment to the Seller's certificate of incorporation or bylawsCompany’s Governing Documents; (vvi) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (vivii) any other action which action, proposal, agreement or transaction or proposed transaction (including any possible Company Business Combination) that is intended, or could would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or Transactions. Notwithstanding anything to the contrary in this Section 2.2, this Section 2.2 shall not apply to any proposal submitted to any of the other transactions contemplated Equityholders holding the number of shares of Company Capital Stock required by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" terms of Section 280G(b)(5)(B) of the preceding sentenceCode, 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 Employee Benefit Plan or other Company Contracts that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code.

Voting Covenant. Prior Stockholder hereby irrevocably and unconditionally agrees that, subject to Section 2.1(c), during the Voting Covenant Expiration DatePeriod, at any meeting of the Company’s stockholders of the Seller(whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent of stockholders the Company’s stockholders, 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 SellerCompany’s stockholders, unless otherwise directed in writing by the PurchaserParent, Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to vote shall: (a) when a meeting of the Company’s stockholders is held, appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat for the purpose of establishing a quorum, and respond as promptly as practicable to each request by the Company for written consent, if any, and (b) vote (or consent) or cause to be voted at such written meeting (or validly execute and return and cause such consent to be voted (and to which Stockholder is entitled to vote):granted with respect to), all Covered Securities: (ai) in favor of (A) the Acquisition approval of the Mergers and the execution other Transactions and delivery by the Seller adoption and approval of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Merger Agreement and in favor of any action in furtherance of any of the foregoingterms thereof; and (bii) against the following actions (other than pursuant to, or in furtherance of, the Acquisition Mergers and the transactions contemplated by Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company, (B) any sale, lease, sublease, license, sublicense or transfer of a material portion of the Purchase Agreementrights or other assets of any Acquired Company, including(C) any reorganization, without limitationrecapitalization, the change in Seller's corporate name dissolution or the dissolution and liquidation of the Seller): any Acquired Company, (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iiiD) any change in a majority the Company Board of the board of directors of the Seller; Directors, (ivE) any amendment to the Seller's certificate of incorporation Company Charter or bylaws; Company Bylaws, (vF) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; structure (except in connection with the Transactions) and (viG) any other action action, proposal, agreement or transaction or proposed transaction (including any possible transaction related to an Acquisition Proposal) which is intended, or could would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Mergers or any of the other transactions Transactions, in each case of (A) through (G), other than as expressly contemplated by the Purchase Merger Agreement or this the Company Disclosure Schedule (the items in clauses (i) and (ii) being referred to collectively as the “Covered Proposals”). (c) In the event of a Company Board Recommendation Change made in compliance with the Merger Agreement. Prior , solely in connection with a vote (or consent) that is subject to Section 2.1(b): (i) (A) the Voting Covenant Expiration Dateaggregate number of shares of Company Common Stock that shall be considered “Covered Securities” for purposes of Section 2.1(b) shall be modified without any further notice or any action by the Company or Stockholder to be [●] and (B) the aggregate number of shares of Company Preferred Stock that shall be considered “Covered Securities” for purposes of Section 2.1(b) shall be modified without any further notice or any action by the Company or Stockholder to be [●] (such shares of Company Common Stock and Company Preferred Stock, collectively, the “Lock-Up Subject Shares”), such that Stockholder shall not enter into any agreement or understanding with any Person only be obligated to vote (or give instructions consent) the Lock-Up Subject Shares in the manner set forth in Section 2.1(b); and (ii) Stockholder, in its sole discretion, shall be free to vote (or consent) or cause to be voted (or consent), in person or by proxy, all of the remaining Covered Securities in excess of the Lock-Up Subject Shares in any manner inconsistent with clause "Stockholder may choose. (a)" or "d) Notwithstanding the foregoing, this Section 2.1 shall not (b)" x) apply to any proposal submitted to any of the preceding sentenceCompany’s stockholders 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 the Employee Plans or other Contracts of any Acquired Company that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code or (y) restrict Stockholder from voting in favor of, against or abstaining with respect to any other matter that are at any time or from time to time presented for consideration to the Company’s stockholders except as expressly set forth in this Section 2.1.

Voting Covenant. Prior Stockholder hereby agrees that, prior to the Voting Covenant Proxy Expiration Date, at any meeting of the stockholders of the SellerCompany, however called, and in any written action by written consent of stockholders of the SellerCompany, unless otherwise directed in writing by the PurchaserInvestor, Stockholder shall cause all the Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote):voted: (a) in favor of the Acquisition Charter Amendment and the execution and delivery by the Seller of the Purchase Agreementterms thereof, in favor of each of the other actions contemplated by the Purchase Recapitalization Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Recapitalization Agreement; and (bc) against the following actions (other than the Acquisition Charter Amendment and the transactions contemplated by the Purchase Recapitalization Agreement): (A) any extraordinary corporate transaction, includingsuch as a merger, without limitationconsolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease, sublease, license, sublicense or transfer of a material portion of the change in Seller's corporate name rights or other assets of the Company or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution and or liquidation of the Seller): (i) Company or any Acquisition Transactionsubsidiary of the Company; (ii) any Acquisition Proposal; (iiiD) any change in a majority of the board of directors of the SellerCompany; (ivE) any amendment to the Seller's Company’s certificate of incorporation or bylaws; (vF) any material change in the capitalization of the Seller Company or the Seller's Company’s corporate structure; and (viG) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition Charter Amendment or any of the other transactions contemplated by the Purchase Recapitalization Agreement or this Agreement. Prior to the Voting Covenant Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "“(a)" or "”, clause “(b)" ” or clause “(c)” of the preceding sentence.