Extract to table

Each stockholder executing a counterpart of this Written Consent and Joinder Agreement must identify all classes and series of capital stock of the Company held by such stockholder as of the date hereof

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement, which meanings are hereby incorporated by reference

NOW, THEREFORE, the Stockholder, intending to be legally bound, hereby consents to, approves, and agrees to the following: SECTION 1 — APPROVAL AND ADOPTION OF THE STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS 1

The Stockholder's approval and adoption of the SPA shall constitute the Stockholder's written consent to the SPA and the Transactions within the meaning of Section 228 of the DGCL

The Stockholder acknowledges and agrees that the Net Closing Payment to the Sellers (calculated as the Purchase Price of $900,000,000, minus the Indemnification Escrow Amount of $180,000,000, minus the Expense Fund of $2,500,000, equaling Seven Hundred Seventeen Million Five Hundred Thousand Dollars ($717,500,000), subject to further adjustment as provided in the SPA) will be reduced by the Indemnification Escrow Amount and the Expense Fund, and that the Stockholder's pro rata share of such Net Closing Payment shall be determined in accordance with the allocation methodology set forth in the SPA

The Stockholder hereby agrees to be bound by the Stock Purchase Agreement as a "Seller" thereunder, with the same force and effect as if the Stockholder were an original signatory to the SPA