This VOTING AGREEMENT, dated as of October 22, 2019 (this Agreement), is entered into by and among MJ23 UK Acquisition Limited, an England and Wales private limited company (Parent) and the shareholders of Cision Ltd., a Cayman Islands exempted company (the Company) listed on Schedule A hereto (each, a Stockholder and, collectively, the Stockholders).
WHEREAS, concurrently herewith, Parent, Castle Merger Limited, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (Merger Sub) and the Company are entering into an Agreement and Plan of Merger (the Merger Agreement; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the Merger);
WHEREAS, each Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of ordinary shares, par value $0.0001 per share, of the Company (Company Shares) as set forth on Schedule A hereto (with respect to each Stockholder, the Owned Shares; the Owned Shares and any additional Company Shares or other voting securities of the Company of which such Stockholder acquires record or beneficial ownership after the date hereof, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, such Stockholders Covered Shares);
WHEREAS, as a condition and inducement to Parent and Merger Subs willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, Parent and the Stockholders are entering into this Agreement; and
WHEREAS, the Stockholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Stockholders set forth in this Agreement and would not enter into the Merger Agreement if any Stockholder did not enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and the Stockholders hereby agree as follows:
1. Agreement to Vote. Prior to the Termination Date (as defined herein), each Stockholder irrevocably and unconditionally agrees that it shall, at any meeting of the shareholders of the Company (whether annual or extraordinary and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the