Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing Stockholder hereby agrees with the execution and delivery of this Agreement and continuing until the Expiration DateParent that, at every any meeting of the Company Stockholders Company's stockholders, however called, and at every adjournment, any adjournment or postponement or recess thereof, and on every action or approval by in connection with any written consent of the Company StockholdersCompany's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in each case to the extent any favor of approval of the transactionsMerger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, actions warranty, covenant, agreement or proposals contemplated by clauses (a)(i) through obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) below are against: (A) any proposal by Company to enter into or will be consideredconsent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, Stockholder as of the date hereof, constitute the Board of Directors of Company (in Stockholder’s capacity except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a holder merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of Company Securities) shallall or substantially all of the assets of Company's business outside the ordinary course of business, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made assets that are material to its business whether or not in opposition tothe ordinary course of business, or in competition witha reorganization, consummation recapitalization, dissolution or liquidation of the OfferCompany; (E) any amendment of Company's Certificate of Incorporation or bylaws, the Merger or any other transactions except as contemplated by the Merger Agreement; and and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (EF) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Agreement. , or any of the transactions contemplated by this Agreement; and (biv) At all times commencing with in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the execution and delivery purpose of this Agreement and continuing until the Expiration Date, soliciting additional proxies in the event that a that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Company Stockholders Merger is held at which any of insufficient to approve the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumMerger.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholdersstockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a Company stockholder and/or holder of Company SecuritiesOptions or Company RSUs) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) in favor of the adoption of the Merger Agreement (as it may be amended from time to time), and in favor of each of the other transactions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (iiiii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum. (c) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not enter into any Contract with any Person to vote any Subject Shares or give instructions with respect to the Subject Shares in any manner inconsistent with the terms of this Section 4. (d) Concurrently with the execution of this Agreement, Stockholder shall deliver to Parent a proxy with respect to the Subject Shares in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable Law; provided, however, that such Proxy shall automatically terminate upon the termination of this Agreement.

Voting Agreement. (a) At all times The Stockholder hereby agrees that, during the period commencing with on the execution and delivery of this Agreement Commencement Date hereof and continuing until the Expiration Datefirst to occur of (a) the Effective Time or (b) termination of the Acquisition Agreement in accordance with its terms, at every any meeting of the holders of Company Stockholders Common Stock, however called, and at every adjournment, postponement or recess thereof, and on every action or approval by in connection with any written consent of the holders of Company StockholdersCommon Stock, in each case the Stockholder shall vote (or cause to be voted) all of the Shares, whether heretofore owned or hereafter acquired and to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will such Shares may be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: voted: (i) against in favor of approval of any proposal made in opposition tothe Acquisition Agreement, or in competition with, consummation of the Offer, the Merger and other related agreements (or any other transactions contemplated by the Merger Agreementamended versions thereof) and any actions required in furtherance thereof and hereof; and (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Acquisition Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than those actions that relate to the Offer, the Merger and any other the transactions contemplated by the Merger Acquisition Agreement): (A) any Acquisition Proposal or any extraordinary corporate transaction, such as a merger, consolidationconsolidation or other business combination involving the Company, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any a sale, lease or transfer of any significant part a material amount of the assets of the Company Company, or any of its Subsidiaries, (C) any a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company Company; or any of its Subsidiaries, (DB) (1) any material change in a majority of the persons who constitute the board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of its Subsidiaries, the Company's Certificate of Incorporation or By-Laws; (3) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (E4) any other action that which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the Offer, the Merger or any other transaction expressly of the transactions contemplated by this Agreement or the Merger Acquisition Agreement. The Stockholder shall not enter into any agreement or understanding with any Person (as defined below) the effect of which would be inconsistent or violative of the provisions, and agreements contained in ARTICLE 1, 2 or 3 hereof. For purposes of this Agreement, "Beneficially Own," "Beneficially Owned" or "Beneficial Ownership" (or any other derivative of such terms) with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. The "Shares" shall include all shares of Company Common Stock held of record or Beneficially Owned by the Stockholder on the Commencement Date or at any other time prior to the termination of this Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing Shareholder hereby agrees with the execution Parent and delivery of this Agreement and continuing until the Expiration DateBuyer that, at every a meeting of the Company Stockholders Stockholders, if any, however called, and at every adjournment, postponement or recess thereof, and on every action or approval by in connection with any written consent of the Company StockholdersShareholders in lieu of a meeting, Shareholder shall vote the Shares Beneficially Owned by Shareholder, whether heretofore owned or hereafter acquired, (i) in each case favor of approval of the Merger Agreement and any actions required in furtherance of the Transactions, including without limitation voting such Shares in favor of the election to the extent Company Board and the Board of Directors of each Acquired Subsidiary of each person designated by Parent for nomination thereto pursuant to Section 2.3(a) of the Merger Agreement at any meeting of the Company Shareholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Acquisition Proposal, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Company Board (other than as contemplated by Section 2.3(a) of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of the transactionsAcquired Subsidiaries and any other Person, actions (D) a sale, lease, transfer or proposals contemplated by clauses (a)(i) through (iii) below are disposition of any assets of the Company's or will be considered, Stockholder (in Stockholder’s capacity as a holder any Acquired Subsidiary's business outside the Ordinary Course of Company Securities) shallBusiness, or shall cause any assets which are material to its business whether or not in the holder Ordinary Course of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition toBusiness, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of the Acquired Subsidiaries, (E) any change in competition the present capitalization of the Company or any amendment of the Company's Organizational Documents, (F) any other material change in the Company's or any Acquired Subsidiary's corporate structure or affecting its business, or (G) any other action which is intended, or is likely, to impede, interfere with, consummation of delay, postpone or have a material adverse effect on the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger AgreementTransactions. (b) At all times commencing Shareholder shall not enter into any agreement or understanding with any Person the execution effect of which would be inconsistent or violative of the provisions and delivery agreements contained herein. (c) For purposes of this Agreement and continuing until Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean Shareholder's having such ownership, control or power to direct the Expiration Datevoting with respect to, or otherwise enables Shareholder to legally act with respect to, such securities as contemplated hereby, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Securities Beneficially Owned by Shareholder shall (i) include securities Beneficially Owned by all other Persons with whom Shareholder would constitute a "group" as within the event that a meeting meaning of Section 13(d)(3) of the Company Stockholders is Exchange Act, and (ii) exclude, until their issuance, any Shares issuable upon exercise of options held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumShareholder.

Voting Agreement. Each Shareholder agrees with, and covenants to, Capital Z as follows: (a) At all times commencing the Shareholders' Meeting or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval will be held or solicited with respect to the execution and delivery increase of this Agreement and continuing until the Expiration Date, at every meeting authorized capital stock of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and Purchase Agreement (iithe "Charter Amendment"), such Shareholder shall vote (or cause to be voted) against any or shall consent, execute a consent or cause to be executed a consent in respect of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization Shares in favor of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of Charter Amendment and the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger AgreementStock Split. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought while the Purchase Agreement remains in effect, such Shareholder shall vote (or cause to be voted) the Shares against (i) any Alternative Transaction or any action which is a component of any Alternative Transaction or would be a component of an Alternative Transaction if it were contained in a proposal, or (ii) any other matter submitted to the shareholders of the Company, including, without limitation, any amendment of the Company's Certificate of Incorporation or By-Laws, which matter would in any manner partially or wholly prevent or materially impede, interfere with or delay any of the transactions contemplated by the Purchase Agreement, as determined in good faith by Purchaser and with respect to which Purchaser provides written notice to the Shareholder. (c) In the event that the Recapitalization (as defined in the Purchase Agreement) is not consummated prior to June 30, 1999, each Shareholder agrees to vote all times commencing Shares for which he has or shares the power to vote, or grant a consent for approval in respect of such Shares in any manner permitted by the DGCL, as such Shareholder is directed by the board of directors of the Company, on any matters submitted to the shareholders of the Company, other than the election of directors. The foregoing agreement shall terminate automatically upon the termination of this Agreement with respect to any Shares owned by such person upon transfer of such Shares pursuant to Section 7. The Company shall be a third party beneficiary of this Agreement for the purposes of this Section 2(c). (d) Each Shareholder represents and warrants to the Company and Capital Z that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked, to the extent in conflict with Section 2(c) hereof. (e) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given in connection with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders Purchase Agreement, and that such irrevocable proxy is held at which any given to secure the performance of the transactions, actions duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of establishing a quorumSection 212(e) of the DGCL.

Voting Agreement. Each Stockholder, by this Agreement, ---------------- does hereby (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Dateagree to appear (or not appear, if requested by Parent or Purchaser) at every any annual, special, postponed or adjourned meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent stockholders of the Company Stockholdersor otherwise cause the Shares such Stockholder beneficially owns to be counted as present (or absent, if requested by Parent or Purchaser) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and xxxxx, to vote all the Shares such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the State of New York may require or permit), in each the case to the extent any of both (a) and (b) above, (x) in favor of approval and adoption of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against Merger Agreement and approval of any proposal made in opposition to, or in competition with, consummation and adoption of the Offer, Merger and the Merger or any other transactions contemplated by thereby and (y) against (1) any Acquisition Proposal, (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and Agreement and (ii3) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; (Diii) (A) any material change in a majority of the capitalization persons who constitute the board of directors of the Company or any of its Subsidiaries, or subsidiaries as of the corporate structure date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's or any of its Subsidiariessubsidiaries' certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its subsidiaries' corporate structure or business; or (ED) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any and the other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At . This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all times commencing and any other proxies with respect to the execution Shares that such Stockholder may have heretofore made or granted. For Shares as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Parent and delivery Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement. Notwithstanding the foregoing, Xxxxxx Xxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx are not bound by the terms of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumSection 8.

Voting Agreement. (a) At all times commencing with From the execution and delivery date of this Agreement and continuing until ending as of the Expiration Termination Date, the Stockholder hereby agrees to vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which the Stockholder is entitled to vote (or to provide his written consent thereto), at every any annual, special or other meeting of the Company Stockholders calledstockholders of the Company, and at every adjournment, postponement any adjournment or recess adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the Merger and on every the approval and adoption of the terms contemplated by the Merger Agreement and the Amendment Proposal and any actions required in furtherance thereof; (b) against any action or approval by written consent agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by under the Merger Agreement; and (iic) against any of the following except for all such actions (other than those actions that relate which may be permitted to the Offer, the Merger and any other transactions contemplated by Company under the Merger Agreement): , against (Ai) any extraordinary corporate transaction, such as a merger, consolidationrights offering, business combinationreorganization, sale of assets, recapitalization or reorganization of liquidation involving the Company or any of its Subsidiariessubsidiaries other than the Merger, (Bii) any sale, lease a sale or transfer of any significant part (other than to a subsidiary of the Company) of assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up material subsidiaries comprising more than 15% of the assets of the Company or any of its Subsidiarieson a consolidated basis, (Diii) any material change in a majority of the capitalization Board of Directors of the Company or any other than in connection with an annual meeting of its Subsidiaries, or the corporate structure stockholders of the Company or any with respect to the slate of its Subsidiaries, directors proposed by the incumbent Board of Directors of the Company (in which case he agrees to vote for the slate proposed by the incumbent Board) or (Eiv) any other action that is intended, or could reasonably be expected to, likely to materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, in any material respect the Merger or any other and the transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date; provided, however, that in the event that a the Parent Common Stock Market Value at the time any annual, special or other meeting of the Company Stockholders is held at which any stockholders of the transactionsCompany is first convened to consider the Merger (or on the date of any consent in lieu of such a meeting) is less than $69.72 per share, actions then notwithstanding the foregoing provisions of this Section 2, the Stockholder may, at his option, either (i) vote all the Shares in favor of the Merger, the Merger Agreement and the Amendment Proposal (collectively, the "Merger Proposals") or proposals contemplated by clauses (a)(iii) through in any class vote of the holders of Company Class A Common Stock on the approval and adoption of the Merger Proposals, vote the Shares in a manner consistent (iiieither all "FOR" or all "AGAINST") above are with the vote of the holders of a majority of the holders of Company Class A Common Stock who vote FOR or will be considered, Stockholder shall, or shall cause AGAINST the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumMerger Proposals.

Voting Agreement. At any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought with respect to the Merger Agreement or any Acquisition Proposal or any proposal relating to the Merger Agreement or any Acquisition Proposal, Stockholder shall, and shall cause any other holder of record of any Covered Shares to (ai) At appear at each such meeting or otherwise cause all times commencing with Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares (A) in favor of the Merger, the execution and delivery by the Company of this the Merger Agreement and continuing until the Expiration Date, at every meeting adoption and approval of the Company Stockholders called, Merger Agreement and at every adjournment, postponement or recess the terms thereof, and on every action or approval by written consent in favor of each of the Company Stockholders, in each case to the extent any of the transactions, other actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger AgreementAgreement and in favor of any action in furtherance of any of the foregoing; and (B) against (i) any Acquisition Proposal or any proposal relating to an Acquisition Proposal, (ii) against any of the following actions merger agreement or merger (other than those actions that relate to the Offer, the Merger Agreement and any other transactions contemplated by the Merger Agreement): (A) any mergerMerger), consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its SubsidiariesCompany, or (Eiii) any other action that is intended, amendment of the Company’s certificate of incorporation or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Datebylaws that, in the event that a meeting case of each of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by foregoing clauses (a)(ii) through (iii) above are would (1) impede, frustrate, prevent or will be considerednullify any provision of this Agreement, Stockholder shallthe Merger Agreement or the Merger, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, or (3) change in any manner the voting rights of the Covered Shares. Stockholder shall cause not commit or agree to take any action inconsistent with the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumforegoing.

Voting Agreement. Stockholder, by this Agreement, does hereby constitute and appoint Liberty, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all the Shares Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign on its behalf (as a stockholder) to any consent, certificate or other document relating to the Company that laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Merger Agreement and the other transactions contemplated thereby and (y) against (a) At all times commencing with any Extraordinary Transaction (as defined in the execution and delivery Merger Agreement), (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, under the Merger or any other transactions contemplated by the Merger Agreement; and Agreement and (iic) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a substantial amount of the assets of the Company or any one of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries or (Diii) (A) any material change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of its Subsidiariesthe Certificate of Incorporation or Bylaws of the Company, or as amended through the date hereof; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At all times commencing . This proxy and power of attorney is a proxy and power coupled with an interest, and Stockholder declares that it is irrevocable during and for the execution and delivery term of this Agreement Agreement. Stockholder hereby revokes all and continuing until any other proxies with respect to the Expiration Date, Shares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the event that a meeting of proxy and rights to Liberty granted hereby. For Shares as to which Stockholder is the Company Stockholders is held at which any of beneficial but not the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be consideredrecord owner, Stockholder shall, or shall use its reasonable best efforts to cause the holder any record owner of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted grant to Liberty a proxy to the same effect as present thereat for purposes of establishing a quorumthat contained herein.

Voting Agreement. (a) At all times commencing with Subject to the execution terms and delivery conditions of this Agreement and continuing until the Expiration DateAgreement, at every annual and special meeting of the stockholders of the Company Stockholders calledcalled with respect to any of the following, and at every adjournment, adjournment or postponement or recess thereof, and on every action or approval by written consent of the stockholders of the Company Stockholderswith respect to any of the following, each Stockholder shall vote or cause (including by the Proxy, as hereinafter defined) to be voted the Subject Shares and any New Shares (as defined herein): (a) in each case favor of adoption of the Merger Agreement, the approval of the transactions contemplated thereby and by this Agreement, and approval of the Merger and any action in furtherance thereof; (b) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any sale of assets, change of control, or acquisition of the Company by any other person, or any merger, consolidation or business combination of the Company with or into any other person to the extent any of such transaction is undertaken in connection with the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares:Merger; (ic) in favor of any matter that could reasonably be expected to facilitate the Merger; (d) against approval of any Takeover Proposal or any proposal made in opposition to, or in competition with, consummation of the Offer, Merger and the Merger or any other transactions contemplated by the Merger Agreement; and (iie) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): actions: (A) any merger, consolidation, business combination, sale of assets, reorganization or reorganization recapitalization of the Company or any Subsidiary of its Subsidiariesthe Company with any person or entity other than the Parent or Merger Sub, (B) any sale, lease or transfer of any significant material part of the assets of the Company or any Subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any Subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any Subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any Subsidiary of its Subsidiariesthe Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Agreement. (b) At all times commencing with . Stockholder shall not, from the execution and delivery date of this Agreement and continuing until the Expiration DateDate (as hereinafter defined), enter into any agreement or understanding with any Person to vote (other than the Proxy granted in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions connection herewith) or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumgive instructions inconsistent with this Section 1.1.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every any meeting of the Company Stockholders shareholders of the Company, however called, and or at every adjournment, postponement or recess any adjournment thereof, and on every action or in any other circumstance in which the vote, consent or other approval by written consent of the shareholders of the Company Stockholders, is sought as to a matter described in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(ii) through – (iiivii) below are or will be considered(each, Stockholder (in Stockholder’s capacity as a holder of “Company Securities) Shareholders Meeting”), Shareholder shall, or and shall cause the holder of record on of any applicable record date Covered Shares to, (i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote the Subject (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all Covered Shares: (i) against approval in favor of any proposal made in opposition to, or in competition with, consummation of adopting the Offer, the Merger or any other transactions contemplated by the Merger Agreement; andPremier Shareholders’ Resolution; (ii) against in favor of any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated adjournment or postponement recommended by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or requested by DK pursuant to the Merger Agreement with respect to any of its Subsidiaries, shareholder meeting with respect to the Premier Shareholders’ Resolution; (Biii) against any sale, lease or transfer of any significant part of the assets of the Company Acquisition Proposal or any of its Subsidiariesproposal relating to an Acquisition Proposal; (iv) against any consolidation, (C) any combination, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or Company, in each case other than in furtherance of approving the Transactions with DK contemplated the Merger Agreement; (v) against any of its Subsidiaries, (D) any material change in the capitalization business, management or Board of Directors of the Company other than in furtherance of the Transactions with DK contemplated the Merger Agreement; (vi) against any proposal, action or agreement that would reasonably be expected to (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (2) result in a breach of any covenant, representation, warranty or any of its Subsidiaries, other obligation or the corporate structure agreement of the Company or any of its Subsidiariesunder the Merger Agreement, or (E3) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect to result in any of the Offer, conditions set forth in the Merger Agreement not being fulfilled or any other transaction (4) except as expressly contemplated by the Merger Agreement., change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company; and (bvii) At all times commencing Shareholder shall not propose, commit or agree to take any action inconsistent with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by foregoing clauses (a)(ii) through – (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumvi).

Voting Agreement. Each Shareholder, by this Agreement and during its term, does hereby (a) At agree that at any annual, special, postponed or adjourned meeting of the Shareholders of the Company it will cause the Shares such Shareholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum in order to vote or consent and (b) constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his, her or its true and lawful attorney and proxy for and in his, her or its name, place and stead, to vote all times commencing with the execution Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the Shareholders of the Company (and delivery this appointment will include the right to sign his, her or its name (as Shareholder) to any consent, certificate or other document relating to the Company that the laws of the Commonwealth of Pennsylvania may require or permit), in the case of both (a) and (b) above, (x) in favor of approval and adoption of the Merger Agreement and approval and adoption of the Merger and the other transactions contemplated thereby and (y) against (1) any Acquisition Proposal, (2) any action or agreement that could reasonably be expected to result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i3) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; (Diii) (A) any material change in a majority of the capitalization persons who constitute the board of directors of the Company or any of its Subsidiaries, or subsidiaries as of the corporate structure date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company’s or any of its Subsidiariessubsidiaries’ articles or certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company’s or any of its subsidiaries’ corporate structure or business; or (ED) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any and the other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At all times commencing . This proxy and power of attorney is a proxy and power coupled with the execution an interest, and delivery of each Shareholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Shareholder hereby revokes all and continuing until any other proxies with respect to the Expiration DateShares that such Shareholder may have heretofore made or granted. For Shares as to which a Shareholder is the beneficial but not the record owner, such Shareholder shall use his, her or its reasonable best efforts to cause any record owner of such Shares to grant to Parent a proxy to the same effect as that contained herein. Each Shareholder hereby agrees to permit Parent and Purchaser to publish and disclose in the event that a meeting Offer Documents and the Proxy Statement and related filings under the securities laws such Shareholder’s identity and ownership of Securities and the Company Stockholders is held at which any nature of the transactionshis, actions her or proposals contemplated by clauses (a)(i) through (iii) above are or will be consideredits commitments, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumarrangements and understandings under this Agreement.

Voting Agreement. At any duly noticed meeting of stockholders of the Company called to vote upon the Merger Agreement and the transactions contemplated thereby or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement and the transactions contemplated thereby is sought, the Voting Trustees shall vote (or cause to be voted) the Subject Shares in accordance with the Voting and Tendering Instructions. At any duly noticed meeting of stockholders of the Company or any adjournment thereof or in any other circumstances upon which the stockholders' vote, consent or other approval is sought, the Voting Trustees shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares against: (a) At all times commencing with the execution and delivery any action, proposal or agreement that could reasonably be expected to result in a breach in any material respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting representation or warranty or any other obligation of the Company Stockholders calledunder the Merger Agreement, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, which could reasonably be expected to result in each case to the extent any of the transactionsconditions set forth in Article VIII or Exhibit A of the Merger Agreement not being fulfilled; (b) any Business Combination or any Takeover Proposal (as hereinafter defined), actions or proposals in either case other than the Merger, the Merger Agreement and the transactions contemplated by clauses thereby; and (a)(ic) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of other extraordinary corporate transaction other than the OfferMerger, the Merger or any other Agreement and the transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offerthereby, the Merger and any other transactions contemplated by the Merger Agreement): (A) any such as a merger, consolidation, business combination, sale of assetsreorganization, recapitalization or reorganization of liquidation involving the Company or any of its Subsidiariessubsidiaries, (B) any sale, lease or a sale or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, subsidiaries or (Eii) any other action that is intended, proposal or could reasonably be expected to, transaction not covered by the foregoing which would in any manner impede, interfere withfrustrate, delayprevent, postpone, discourage delay or adversely affect nullify the OfferMerger, the Merger Agreement or any other transaction expressly the transactions contemplated by the Merger Agreementthereby. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing with Each Stockholder hereby agrees that prior to the execution and delivery termination of this Agreement and continuing until the Expiration DateAgreement, at every any meeting of the Company Stockholders stockholders of the Company, however called, and at every adjournment, postponement or recess thereof, and on every in any action or approval by written consent of the Company Stockholders, in each case to the extent any stockholders of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shallCompany, or in any other circumstances upon which such Stockholder's vote, consent or other approval is sought, such Stockholder shall cause vote the holder Other Shares owned beneficially or of record on any applicable record date to, vote the Subject Sharesby such Stockholder: (ia) against in favor of adoption of the Merger Agreement and approval of any proposal made in opposition to, or in competition with, consummation the terms thereof and of the Offer, Merger and each of the Merger or any other transactions contemplated by thereby; (b) against any action or agreement that Parent has provided such Stockholder with advance written notice is or would be reasonably likely to result in any conditions to the Company's obligations under the Merger Agreement not being fulfilled or would result in or would reasonably be likely to result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement; (c) against any Acquisition Proposal; (d) against any amendments to the certificate of incorporation or by-laws of the Company; and (iie) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action or agreement that is intended, or could would reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage delay or adversely affect the Offer, postpone the Merger or the transactions contemplated thereby or change in any other transaction expressly contemplated by manner the Merger Agreement. (b) At all times commencing with voting rights of any class of stock of the execution and delivery Company. Each Stockholder hereby agrees that prior to the termination of this Agreement and continuing until the Expiration DateAgreement, at any Preliminary Vote (as defined in the event that a meeting Company Stockholders Agreement) of the Stockholders pursuant to the terms of the Company Stockholders is held Agreement, such Stockholder shall vote such Stockholder's Founder Shares in the same manner required by Sections 4.1(a), (b), (c), (d) and (e) above. Each Stockholder hereby further covenants and agrees to vote such Stockholder's Founder Shares at which any full meeting of the transactionsCompany's stockholders, actions or proposals contemplated by clauses in accordance with the results of the applicable Preliminary Vote (a)(ias defined in the Company Stockholders Agreement) through (iii) above are or will be considered, Stockholder shall, or shall cause in accordance with Article II of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumCompany Stockholders Agreement.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders (if any) called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) for adoption and approval of the Merger Agreement and the transactions and agreements contemplated thereby; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (iiiii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a Company Stockholder and/or holder of options to purchase shares of Company SecuritiesCapital Stock and/or holder of warrants to purchase shares of Company Capital Stock) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) in favor of the adoption of the Acquisition Agreement (as it may be amended from time to time), and in favor of each of the other transactions contemplated by the Acquisition Agreement; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Acquisition Agreement; and (iiiii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Acquisition Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Acquisition Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered,, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum. (c) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not enter into any Contract with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 4. (d) Concurrently with the execution of this Agreement, Stockholder shall deliver to Parent a proxy with respect to the Shares in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable Legal Requirements.

Voting Agreement. Until the earlier to occur of the Closing (aas described in Section 1.5 of the Asset Purchase Agreement) At or the termination of the Asset Purchase Agreement pursuant to Article VII thereof notwithstanding the survival of any terms of the Asset Purchase Agreement following such termination, each of the Stockholders hereby agrees to vote (or cause to be voted) all times commencing with of the execution Shares (and delivery of this Agreement any and continuing until the Expiration Dateall securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at every any annual, special or other meeting of the Company Stockholders calledstockholders of the Company, and at every adjournment, postponement any adjournment or recess adjournments thereof, and on every action or approval by written pursuant to any consent in lieu of the Company Stockholders, in each case to the extent any of the transactions, actions a meeting or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Sharesotherwise: (i) against approval of any proposal made in opposition toto approve the Asset Purchase Agreement and the transactions contemplated thereby, or in competition with, consummation including the change of the Offer, name of the Merger or any other transactions contemplated by Company to a name not including the Merger Agreement; andword "Avalon"; (ii) against any action or agreement that will result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the following actions Company under this Agreement or the Asset Purchase Agreement; and (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): iii) against (A) any extraordinary corporate transaction, such as a merger, consolidationrights offering, business combinationreorganization, sale of assets, recapitalization or reorganization of liquidation in volving the Company or any of its SubsidiariesBusiness (as described in the Asset Purchase Agreement), (B) any sale, lease a sale or transfer of the Assets, other than in the ordinary course of business or pursuant to the Asset Purchase Agreement, or the issuance of any significant part of the assets securities of the Company (except options to purchase Company Common Stock granted to directors of the Company and the related issuance of Company Common Stock upon exercise of such options in accordance with the terms thereof, provided, that after the approval of such options, the number of shares of the Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to such options to directors shall be equal to the current number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to existing options to directors) or of any subsidiary holding or having any rights to any of its Subsidiariesthe Assets, (C) any reorganization, recapitalization, dissolution, liquidation change in the executive officers or winding up Board of Directors of the Company or any of its SubsidiariesCompany, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the present corporate structure of the Company or any of its Subsidiaries, the Business or (E) any other action that is intended, or could reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, approval of the Merger or any other transaction expressly Asset Purchase Agreement and the transactions contemplated by the Merger Asset Purchase Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. At any meeting of the shareholders of the Company, including the EGM and, if necessary, any Subsequent EGM, however called, and in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought as to a matter described in any of clauses (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Datethrough (f) below (each, at every meeting of the a “Company Stockholders calledShareholders Meeting”), Shareholder hereby agrees that Shareholder shall, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent if any of the transactionsits Covered Shares are held by a nominee for such Shareholder, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or Shareholder shall cause the holder of record on of any applicable such Covered Shares to, including by delivering to the Secretary of the Company a duly executed proxy card: (i) appear at each Company Shareholders Meeting or otherwise cause all Covered Shares beneficially owned by it as of the record date toto be counted as present thereat for purposes of calculating a quorum (if applicable); and (ii) vote (or cause to be voted), vote by proxy or in person, all Covered Shares beneficially owned by Shareholder as of the Subject Sharesrelevant record date and entitled to be voted: (ia) against approval for the adoption of any proposal made each resolution described in opposition to, or in competition with, consummation Section 2.04 of the Offer, the Merger or any other transactions contemplated by the Merger Purchase Agreement; and; (iib) to approve any documentation or transaction related to a Post-Offer Reorganization (as defined in Section 2.07 of the Purchase Agreement); (c) against any of the following actions Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; (other than those actions that relate to the Offerd) against any Alternative Acquisition Agreement or merger, the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergerdemerger, consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or its Subsidiaries (other than the Purchase Agreement and any Post-Offer Reorganization documentation and transactions); (e) against any proposal, action or agreement that would reasonably be expected to (i) prevent or nullify any provision of this Agreement, (ii) result in any of its Subsidiariesthe Offer Conditions not being fulfilled, (Diii) result in a material breach of any material change covenant, representation, warranty or any other obligation or agreement contained in the capitalization Purchase Agreement or (iv) prevent or materially delay, frustrate or impede the implementation or consummation of the Offer and/or any Post-Offer Reorganization or any of the documentation or transactions included in, contemplated by, or in connection with any of the foregoing; and (f) to approve any other matter submitted by the Company for shareholder approval at the EGM or any Subsequent EGM at the request of Parent or Buyer and related to the transactions contemplated by the Purchase Agreement; provided, however, that with respect to such other matter (i) the Company Board has recommended that the shareholders of the Company vote to approve such matter at the EGM or any of its Subsidiaries, or the corporate structure such Subsequent EGM (and such recommendation has been supported in writing by Parent) and (ii) nothing in this Agreement shall be interpreted as creating an obligation of the Company to submit any such matter of Parent or any of its Subsidiaries, Buyer for such shareholder approval or (E) any other action to recommend that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting shareholders of the Company Stockholders is held at which vote to approve any such matter. Additionally, Shareholder shall not propose, commit or agree to take, or publicly affirmatively support, any action inconsistent with any of the transactions, actions or proposals contemplated by foregoing clauses (a)(ia) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumf).

Voting Agreement. (a) At all times commencing with the execution Each Shareholder covenants and delivery of this Agreement and continuing until agrees that, prior to the Expiration Date, at every any duly called meeting of the shareholders of Company Stockholders called, and at every (or any adjournment, postponement or recess continuation thereof), and on every action in any other circumstances other than a duly called meeting of the shareholders of Company upon which a vote, consent or other approval (including by written consent consent) of the shareholders of Company Stockholderswith respect to the Merger or the Merger Agreement is sought, such Shareholder shall appear at such meeting, in each case person or by proxy, and shall vote, and cause to the extent any be voted, all Shares of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below such Shareholder that are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: entitled to vote: (i) against in favor of (A) the approval of any proposal made in opposition to, or in competition with, consummation the Merger Agreement and approval of the Offer, Merger and the Merger or any other transactions contemplated by the Merger Agreement; and Agreement (iiand any actions required in furtherance thereof) against and (B) the approval of any of proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the following actions (other than those actions that relate to the Offer, Merger Agreement and the Merger and any the other transactions contemplated by the Merger Agreement): Agreement (or any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of such Shareholder under this Agreement, (C) any merger, consolidation, business combination, sale of assetsrecapitalization, or reorganization of the Company or any of its Subsidiariesbinding share exchange, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalizationliquidation, dissolution, liquidation joint venture, sale of assets or winding up of the other similar transaction with or involving Company or and any of its Subsidiariesparty other than Parent, including any Company Takeover Proposal, and (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intendedor proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the Offer, consummation of the Merger or any the other transaction expressly transactions contemplated by the Merger Agreement or the fulfillment of Company’s or Parent’s conditions under the Merger Agreement. . Any such vote shall be cast (bor consent shall be given) At all times commencing by such Shareholder in accordance with the execution and delivery of this Agreement and continuing until the Expiration Datesuch procedures relating thereto so as to ensure that it is duly counted, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat including for purposes of establishing determining that a quorumquorum is present and for purposes of recording the results of such vote (or consent). Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. The voting agreements contained herein are coupled, and shall be deemed coupled, with an interest and may not be modified, rescinded or revoked in any manner that would render the consummation of the Merger pursuant to the Merger Agreement illegal, impermissible or ultra xxxxx during the term of this Agreement.

Voting Agreement. Shareholder, by this Agreement, does hereby constitute and appoint Parent and Purchaser, or any nominee thereof, with full power of substitution and resubstitution, during and for the term of this Agreement, as Shareholder’s true and lawful attorney-in-fact and proxy for and in Shareholder’s name, place and stead, to vote (or to instruct nominees or record holders to vote) all the Shares that Shareholder owns beneficially or of record at the time of such vote, at any annual, special or adjourned or postponed meeting of the shareholders of the Company (and this appointment will include the right to sign on behalf of Shareholder as Shareholder’s attorney in fact to any consent, certificate or other document relating to the Company that Laws of the State of Florida may require or permit) (a) At all times commencing with in favor of approval of the execution and delivery of this Merger Agreement and continuing until the Expiration DateMerger, at every meeting (b) against the approval or adoption of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval any Alternative Transaction, without regard to the terms of such Alternative Transaction, or any proposal other transaction, proposal, agreement or action made in opposition to, to the approval of the Merger Agreement or in competition with, consummation of or inconsistent with the Offer, Offer or the Merger or any and the other transactions contemplated by the Merger Agreement; and , (ii) against any action, proposal, transaction or agreement that is intended, or could reasonably be expected, or the effect of which could reasonably be expected, to result in a breach in any respect of any covenant, agreement, representation, warranty or any other obligation of the Company under the Merger Agreement or of Shareholder under this Agreement and (iii) the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger AgreementAgreement (not including an Alternative Transaction)): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, ; (B) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any one of its Subsidiaries, (C) any or a reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, ; (DC) (1) any material change in a majority of the persons who constitute the Company Board as of the date hereof, except for changes requested or expressly permitted by Parent or Purchaser; (2) any change in the present capitalization of the Company or any amendment of its Subsidiariesthe Company’s articles of incorporation or bylaws, or as amended to date; (3) any other material change in the Company’s corporate structure of the Company or any of its Subsidiaries, business; or (E4) any other action that that, in the case of each of the matters referred to in clauses (C)(1), (2) and (3) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage discourage, or adversely affect the Offer, the Merger or the other transactions contemplated by this Agreement and the Merger Agreement, and (c) in favor of any other transaction expressly matters necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. The Stockholder hereby agrees, during the time this Agreement is in effect, at any meeting of the stockholders of the Company relating to the Purchase, to: (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shallappear, or shall cause the holder of record on any the applicable record date to(the "Record Holder") to appear, vote at any annual or special meeting of stockholders of the Subject Company for the purpose of obtaining a quorum; (b) vote, or cause the Record Holder to vote, in person or by proxy, all of the shares of the Company Common Stock owned or with respect to which the Stockholder has or shares voting power and shares of the Company Common Stock which shall, or with respect to which voting power shall, hereafter be acquired by the Stockholder (collectively, the "Shares: ") in favor of (i) against approval the issuance of any proposal made in opposition toshares of common stock, or in competition withpar value $.01 per share, consummation of the OfferCompany pursuant to the purchase agreement (and related letter agreement with the Zurich Centre Investments Ltd. ("ZCI")) with Insurance Partners, L.P. ("IP"), Insurance Partners Offshore (Bermuda), L.P. ("IPB"), and Capital Z Partners, Ltd. ("Capital Z") (collectively, the Merger or any other "1998 Stock Purchase Agreement"), dated the date hereof, (ii) the transactions contemplated by (x) the 1998 Stock Purchase Agreement and (y) the Debt Offering (as defined in the 1998 Stock Purchase Agreement) (together, the "Financing Agreements") for the financing of the transactions contemplated by the Merger Agreement; and Purchase Agreement and (iiiii) against any amendment to the certificate of incorporation of the following actions (other than those actions that relate Company necessary to complete the Offer, the Merger and any other transactions contemplated by the Merger 1998 Stock Purchase Agreement): ; and (Ac) vote, or cause the Record Holder to vote, such Shares against: (i) any extraordinary corporate transaction (other than the Purchase), such as a merger, consolidation, business combination, sale of assetsreorganization, recapitalization or reorganization of liquidation involving the Company or any of its Subsidiariessubsidiaries, and (Bii) any sale, lease sale or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiaries, subsidiaries if the transactions described in clauses (Ci) any reorganization, recapitalization, dissolution, liquidation or winding up (ii) would adversely effect the Company's ability to complete the Purchase. The Stockholder acknowledges receipt and review of a copy of the Company or any of its SubsidiariesPurchase Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto understand and agree that (Di) any material change in the capitalization Shares are subject to Section 4.2 of the Company or any Stock Purchase Agreement, dated as of its SubsidiariesSeptember 17, or 1996, as amended and restated as of February 17, 1997 (the corporate structure of "1996 Stock Purchase Agreement"), among the Company or any of its SubsidiariesCompany, or IP and IPB and (Eii) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery Stockholder shall have no obligation under Section 1.1 of this Agreement and continuing until so long as the Expiration Date, Proxy referred to below is in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumeffect.

Voting Agreement. From the date hereof until the termination of this Agreement in accordance with Section 5.03, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Special Meeting) of the stockholders of the Company concerning proposals related to the Merger, Merger Agreement, any Company Takeover Proposal or any other transaction contemplated by the Merger Agreement or at which any matter set forth in this Section 1.01 is being considered, however called, or otherwise cause all of the Company Shares owned (whether beneficially or of record) at such time by Stockholder to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, and (y) vote or cause to be voted (including by proxy or written consent, if applicable, with respect to) all Company Shares (including any New Company Shares (as defined below), as applicable) owned (whether beneficially or of record) at such time by Stockholder: (a) At all times commencing with respect to each meeting at which a vote of Stockholder on the execution and delivery Merger is requested (a “Merger Proposal”), in favor of this Agreement and continuing until such Merger Proposal (and, in the Expiration Dateevent that such Merger Proposal is presented as more than one proposal, at every meeting in favor of the Company Stockholders calledeach proposal that is part of such Merger Proposal), and at every adjournment, postponement or recess thereof, and on every action or approval by written consent in favor of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions or matters expressly contemplated by the Merger Agreement; and; (iib) against any Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the following actions (other than those actions that relate to the Offer, Merger Agreement or in competition or inconsistent with the Merger and any the other transactions or matters contemplated by the Merger Agreement): ; (Ac) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) against any other action action, agreement or transaction that is intended, or could that would or would reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction transactions expressly contemplated by the Merger Agreement or the performance by Stockholder of his, her or its obligations under this Agreement.; (bd) At all times commencing with the execution and delivery against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of this Agreement and continuing until the Expiration Dateany covenant, in the event that a meeting representation or warranty or any other obligation or agreement of the Company Stockholders is held at which contained in the Merger Agreement, or of Stockholder contained in this Agreement; and (e) in favor of any other matter necessary to the consummation of the transactions, actions or proposals transactions contemplated by the Merger Agreement, including the Merger (clauses (a)(ia) through (iiie) above are or will be consideredof this Section 1.01, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum“Required Votes”).

Voting Agreement. (a) At all times During the period commencing on the date hereof and ending on the earliest of (x) the Effective Time and (y) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof (the execution earlier of (x) and delivery of this Agreement (y), the “Expiration Time”), each Company Stockholder hereby unconditionally and continuing until the Expiration Dateirrevocably agrees that, at every any meeting of the stockholders of the Company Stockholders called(or any adjournment or postponement thereof), and at every adjournment, postponement or recess thereof, and on every in any action or approval by written consent of the Company Stockholders, in each case to the extent any stockholders of the transactions, actions or proposals contemplated Company distributed by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder the Board of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation Directors of the Offer, the Merger Company or any other transactions otherwise undertaken as contemplated by the Merger Agreement; and (ii) against any of Agreement or the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergerthereby, consolidation, business combination, sale of assets, or reorganization of the such Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date toif a meeting is held, appear at such meeting the meeting, in person or by proxy, or otherwise cause the all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Company Transaction Proposals”), including without limitation any other consent, waiver or approval required under the Company’s organizational documents or under any agreements between the Company and its stockholders, or otherwise sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby or the Company Transaction Proposals; (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby); (iii) against any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of the Company (other than in connection with the Company Transaction Proposals and the transactions contemplated thereby); and (iv) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company Stockholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the Company. (b) During the period commencing on the date hereof and ending on the Expiration Time, each Company Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, the obligations of each Company Stockholder specified in this Section 1.2 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has previously recommended the Merger but changed such recommendation. (c) In furtherance of the foregoing, each Company Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact, Xxxxxxx Xxxxxx, in his capacity as an officer of Parent, and any individual who shall hereafter succeed to such officer of Parent, and any other Person designated in writing by Parent (collectively, the “Grantees”), with full power of substitution, to vote or execute written consents with respect to the Subject Shares in accordance with this Section 1.2 and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meetings of the stockholders of the Company at which any of the matters described in Section 1.2(a) was to be considered. This proxy is coupled with an interest and shall be irrevocable, and the Company Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Company Stockholder with respect to the Subject Shares. Parent may terminate this proxy with respect to any Company Stockholder at any time at its sole election by written notice provided to such Company Stockholder.

Voting Agreement. Each Stockholder, by this Agreement, does hereby constitute and appoint Liberty, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all the Shares such Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign on its behalf (as a stockholder) to any consent, certificate or other document relating to the Company that laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Merger Agreement and the other transactions contemplated thereby and (y) against (a) At all times commencing with any Extraordinary Transaction (as defined in the execution and delivery Merger Agreement), (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, under the Merger or any other transactions contemplated by the Merger Agreement; and Agreement and (iic) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a substantial amount of the assets of the Company or any one of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries or (Diii) (A) any material change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of its Subsidiariesthe Certificate of Incorporation or Bylaws of the Company, or as amended through the date hereof; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At all times commencing . This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable during and for the execution and delivery term of this Agreement Agreement. Each Stockholder hereby revokes all and continuing until any other proxies with respect to the Expiration DateShares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Liberty granted hereby. For Shares as to which the Stockholders are the beneficial but not the record owner, in the event that a meeting each Stockholder shall use its reasonable best efforts to cause any record owner of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted grant to Liberty a proxy to the same effect as present thereat for purposes of establishing a quorumthat contained herein.

Voting Agreement. (a) At all times During the period commencing on the date hereof and ending on the earliest of (x) the Effective Time and (y) such date and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof (the execution earlier of (x) and delivery of this Agreement (y), the “Expiration Time”), each Company Securityholder hereby unconditionally and continuing until the Expiration Dateirrevocably agrees that, at every any meeting of the stockholders of the Company Stockholders called(or any adjournment or postponement thereof), and at every adjournment, postponement or recess thereof, and on every in any action or approval by written consent of the Company Stockholders, in each case to the extent any stockholders of the transactions, actions or proposals contemplated Company distributed by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder the Board of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation Directors of the Offer, the Merger Company or any other transactions otherwise undertaken as contemplated by the Merger Agreement; and (ii) against any of Agreement or the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergerthereby, consolidationsuch Company Securityholder shall, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that if a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date toheld, appear at such meeting the meeting, in person or by proxy, or otherwise cause the all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Securityholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares: (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Company Transaction Proposals”), including without limitation any other consent, waiver or approval required under the Company’s organizational documents or under any agreements between the Company and its stockholders, or otherwise sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby or the Company Transaction Proposals; (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby); (iii) against any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of the Company (other than in connection with the Company Transaction Proposals and the transactions contemplated thereby); and (iv) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company Securityholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the Company. (b) During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, the obligations of each Company Securityholder specified in this Section 1.2 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company or the Board of Directors of the Company has previously recommended the Merger but changed such recommendation. (c) In furtherance of the foregoing, each Company Securityholder hereby irrevocably appoints as its proxy and attorney-in-fact, Xxxxx Xxxx, in her capacity as an officer of Parent, and any individual who shall hereafter succeed to such position of Parent, and any other Person designated in writing by Parent (collectively, the “Grantees”), with full power of substitution, to vote or execute written consents with respect to the Subject Shares in accordance with this Section 1.2 and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any annual or special meetings of the stockholders of the Company at which any of the matters described in Section 1.2(a) was to be considered. This proxy is coupled with an interest and shall be irrevocable, and the Company Securityholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Company Securityholder with respect to the Subject Shares. Parent may terminate this proxy with respect to any Company Securityholder at any time at its sole election by written notice provided to such Company Securityholder.

Voting Agreement. (a) At all times commencing with The Stockholder and the execution and delivery Trustee, subject to the terms of this Agreement Agreement, hereby irrevocably grant to, and continuing until appoint, Parent and any other Person designated by Parent from time to time, the Expiration DateStockholder's and the Trustee's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Stockholder's and the Trustee's Shares, or grant a consent or approval in respect of such Shares, at every any meeting of stockholders of the Company Stockholders calledor at any adjournment thereof or in any other circumstances upon which their vote, and at every adjournmentconsent or other approval is sought, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval in favor of any proposal made in opposition to(A) the Merger, or in competition with, consummation of the Offer, (B) the Merger or any other Agreement and (C) the transactions contemplated by the Merger Agreement; and , including, but not limited to, the sale of any subsidiary of the Company in accordance therewith and the amendments to the Articles of Organization of the Company contemplated thereby and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries (except as contemplated by the Merger Agreement); (B) any sale, lease or transfer by the Company of any significant part a material amount of the assets (including stock) of the Company or any of its Subsidiariessubsidiaries, (C) any or a reorganization, restructuring, recapitalization, dissolutionspecial dividend, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries (Dexcept as contemplated by the Merger Agreement); and (C) (1) any material change in a majority of the persons who constitute the board of directors of the Company or any of its subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries, subsidiaries including any proposal to issue an equity interest (or rights thereto) in the corporate structure Company or any of its subsidiaries (except as contemplated by the Merger Agreement); (3) any amendment of the Company or any of its Subsidiaries, subsidiaries' charters or by-laws; (E4) any other change in the Company or any of its subsidiaries' corporate structure or business (except as contemplated in the Merger Agreement); and (5) any other action that which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, Merger and the Merger or any other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At all times commencing The Stockholder and the Trustee represent that any proxies previously given in respect of the Stockholder's or the Trustee's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) The Stockholder and the Trustee hereby affirm that the irrevocable proxy set forth in this Section 2 is given to secure the performance of the duties of the Stockholder and the Trustee under this Agreement. The Stockholder and the Trustee hereby further affirm that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except in connection with the execution and delivery termination of this Agreement pursuant to Section 7 hereof. The Stockholder and continuing until the Expiration DateTrustee hereby ratify and confirm all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 41 of Chapter 156B of the Massachusetts General Laws. (d) The Stockholder and the Trustee agree that neither of them shall enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained herein, including in this Section 2. Further, the event Stockholder and the Trustee agree that a meeting they will, if the Board of Directors of the Company Stockholders is held at which any fails or refuses to submit the Merger to the Company stockholders or if the Board of Directors withdraws its approval of the transactionsMerger, actions vote all Shares held of record or proposals contemplated Beneficially Owned by clauses them to (a)(ii) through call or cause to be called a special meeting of stockholders of the Company (or effect a written consent) to remove the directors of the Company who have so failed or refused or voted in favor of such withdrawal, or to increase the size of the Board of Directors and elect a majority of new directors who will submit the Merger to the stockholders of the Company for a vote or reinstate such approval, and (ii) use their reasonable efforts to vote such Shares to effect such removal and replacement, or increase and election, and the submission of the Merger to the stockholders of the Company; and (iii) above are or will be considered), Stockholder shallat any time if so requested by Parent, or shall cause the holder of record on any applicable record date to, appear at vote such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumapprove all or any actions incident to the Merger or the other matters referred to in this Section 2 by stockholder written consent.

Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Dateagree to appear (or not appear, if requested by Purchaser or Merger Sub) at every any annual, special, postponed or adjourned meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent stockholders of the Company Stockholdersor otherwise cause the shares of Common Stock such Stockholder beneficially owns to be counted as present (or absent, if requested by Purchaser or Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote all the shares of Common Stock such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the State of Delaware and the Commonwealth of Massachusetts may require or permit), in each the case to the extent any of both (a) and (b) above, (x) in favor of approval and adoption of the transactions, actions or proposals Merger Agreement and approval and adoption of the Merger and the other transactions contemplated by clauses thereby and (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (iy) against approval (1) any Alternative Proposal, (2) any action or agreement that would result in a breach in any respect of any proposal made in opposition tocovenant, agreement, representation or in competition with, consummation warranty of the Offer, Company under the Merger or any Agreement and (3) the following actions (other than the Merger and the other transactions contemplated by the Merger AgreementAgreement and the Ancillary Documents): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; and (ii) against a sale, lease or transfer of a material amount of assets of the Company or any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assetsits subsidiaries, or reorganization a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, ; (Biii) (A) any sale, lease or transfer of any significant part change in a majority of the assets persons who constitute the board of directors of the Company or any of its Subsidiaries, Subsidiaries as of the date hereof; (CB) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company Company's or any of its Subsidiaries' certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its Subsidiaries' corporate structure or business; or (ED) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or and the other transactions contemplated by this Agreement, the Merger Agreement and the Ancillary Documents. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other transaction expressly contemplated by proxies with respect to the Merger Agreement. (b) At all times commencing with shares of Common Stock that such Stockholder may have heretofore made or granted. For shares of Common Stock as to which a Stockholder is the execution and delivery of this Agreement and continuing until beneficial but not the Expiration Daterecord owner, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions such Stockholder shall use his or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.its best efforts

Voting Agreement. The Principal Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, the Principal Stockholder shall (a) At when a meeting is held, appear at such meeting or otherwise cause all times commencing with Vote Eligible Shares to be counted as present thereat for the execution purpose of establishing a quorum and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement (b) vote (or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case cause to the extent any of the transactions, actions or proposals contemplated by clauses (a)(ibe voted) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject all Vote Eligible Shares: : (i) against approval of any proposal made in opposition to, or in competition with, consummation favor of the OfferMerger, the Merger or any other Agreement and the transactions contemplated by the Merger Agreement; and Agreement if a vote, consent or other approval (including by written consent) with respect to any of the foregoing is sought and (ii) against any of the following actions (x) merger agreement or merger (other than those actions that relate to the Offer, the Merger Agreement and any other transactions contemplated by the Merger Agreement): (A) any mergerMerger), consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal or (y) amendment of the Company’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, (D) which amendment or other proposal or transaction would in any manner reasonably be expected to impede, delay, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any representation, warranty, covenant or agreement of the Company under the Merger Agreement or change in any manner the capitalization voting rights of any class of the Common Stock. “Vote Eligible Shares” means all Shares held of record by the Principal Stockholder and all other Shares which the Principal Stockholder has the power to vote at any meeting of the stockholders of the Company or in connection with any written consent of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger AgreementStockholders. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. The Stockholders hereby agree, on a several but not joint basis, that during the Voting Period, at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, the Stockholders shall (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that when a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date toheld, appear at such meeting or otherwise cause the Subject Covered Shares to be counted as present thereat for purposes the purpose of establishing a quorumquorum and (b) vote (or cause to be voted) in person or by proxy the Covered Shares: (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement if a vote, consent or other approval (including by written consent) with respect to any of the foregoing is sought and (ii) against any (x) extraordinary corporate transaction (other than the Merger or the transactions with Parent and Merger Sub contemplated by the Merger Agreement), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger or the transactions with Parent and Merger Sub contemplated by the Merger Agreement) or any other Takeover Proposal or (y) amendment of the Company’s certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner reasonably be expected to impede, delay, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or result in a breach in any material respect of any representation, warranty, covenant or agreement of the Company under the Merger Agreement or change in any manner the voting rights of the Common Stock. For the purposes of this Agreement, “Voting Period” shall mean the period commencing on the date hereof and ending immediately prior to any termination of this Agreement pursuant to Section 6.1 hereof.

Voting Agreement. The Stockholder, by this Agreement, ---------------- does hereby constitute and appoint Purchasers, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all of the Shares and any other shares of Common Stock beneficially owned at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Company Purchase Agreement, the Company Voting Matters (as defined in the Company Purchase Agreement) and the other transactions contemplated thereby and (y) against (a) At all times commencing with any Takeover Proposal (as defined in the execution and delivery Company Purchase Agreement), (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of under the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses Purchase Agreement and (a)(ic) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Company Purchase Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of a substantial amount of assets (A) any significant part change in a majority of the assets persons who constitute the Board of Directors of the Company or any as of its Subsidiaries, the date hereof; (CB) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the present capitalization of the Company or any amendment of its Subsidiariesthe Certificate of Incorporation and Bylaws of the Company, or as amended through the date hereof; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offertransactions contemplated by this Agreement, the Merger or Stockholder Purchase Agreement and the Company Purchase Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement. The Stockholder hereby revokes all and any other transaction expressly contemplated by proxies with respect to the Merger AgreementShares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Purchasers granted hereby. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. Each Stockholder, by this Agreement, until such time as the Merger may be consummated or such Merger Agreement may be terminated pursuant to Section 8.1 thereof, does hereby constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote all the Shares Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign its name (as stockholder) to any certificate or other document relating to the Company that laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby and (y) against (a) At all times commencing with the execution and delivery any Acquisition Transaction, (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, under the Merger or any other transactions contemplated by the Merger Agreement; and Agreement and (iic) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, Company; (Bii) any a sale, lease or transfer of any significant part a material amount of the assets of the Company Company, or any of its Subsidiaries, (C) any a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company; (iii) (A) any change in a majority of the persons who constitute the board of directors of the Company or any as of its Subsidiaries, the date hereof; (DB) any material change in the present capitalization of the Company or any amendment of its Subsidiariesthe Company's certificate of incorporation or bylaws, or as amended to date; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, Merger and the Merger or any other transaction expressly transactions contemplated by this Agreement and the Merger Agreement. (b) At all times commencing . This proxy and power of attorney is a proxy and power coupled with the execution an interest, and delivery each Stockholder declares that it is irrevocable with respect to Subject Shares held of record by each Stockholder, until such time as this Agreement may terminate pursuant to Section 14 hereof. Each Stockholder hereby revokes all and continuing until any other proxies with respect to the Expiration DateShares that he may have heretofore made or granted. For Shares as to which the Stockholder is the beneficial but not the record owner, in the event that a meeting Stockholder shall use its best efforts to cause any record owner of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted grant to Purchaser a proxy to the same effect as present thereat for purposes of establishing a quorumthat contained herein.

Voting Agreement. (a) At all times commencing with the execution Each Shareholder covenants and delivery of this Agreement and continuing until agrees that, prior to the Expiration Date, at every any duly called meeting of the shareholders of Company Stockholders called, and at every (or any adjournment, postponement or recess continuation thereof), and on every action in any other circumstances other than a duly called meeting of the shareholders of Company upon which a vote, consent or other approval (including by written consent consent) of the shareholders of Company Stockholderswith respect to the Merger or the Merger Agreement is sought, such Shareholder shall appear at such meeting, in each case person or by proxy, and shall vote, and cause to the extent any be voted, all Shares of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: such Shareholder: (i) against in favor of (A) the approval of any proposal made in opposition to, or in competition with, consummation the Merger Agreement and approval of the Offer, Merger and the Merger or any other transactions contemplated by the Merger Agreement; and Agreement (iiand any actions required in furtherance thereof) against and (B) the approval of any of proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the following actions (other than those actions that relate to the Offer, Merger Agreement and the Merger and any the other transactions contemplated by the Merger Agreement): Agreement (or any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of such Shareholder under this Agreement, (C) any merger, consolidation, business combination, sale of assetsrecapitalization, or reorganization of the Company or any of its Subsidiariesbinding share exchange, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalizationliquidation, dissolution, liquidation joint venture, sale of assets or winding up of the other similar transaction with or involving Company or and any of its Subsidiariesparty other than Parent, including any Company Takeover Proposal, and (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intendedor proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the Offer, consummation of the Merger or any the other transaction expressly transactions contemplated by the Merger Agreement or the fulfillment of Company’s or Parent’s conditions under the Merger Agreement. . Any such vote shall be cast (bor consent shall be given) At all times commencing by such Shareholder in accordance with the execution and delivery of this Agreement and continuing until the Expiration Datesuch procedures relating thereto so as to ensure that it is duly counted, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat including for purposes of establishing determining that a quorumquorum is present and for purposes of recording the results of such vote (or consent). Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. The voting agreements contained herein are coupled, and shall be deemed coupled, with an interest and may not be modified, rescinded or revoked in any manner that would render the consummation of the Merger pursuant to the Merger Agreement illegal, impermissible or ultra xxxxx during the term of this Agreement.

Voting Agreement. Stockholder hereby consents to the Merger pursuant to Section 4(g) of that certain Investor Rights Agreement among the Company, the Stockholder and the other parties named therein (athe "Existing Investor Rights Agreement") At all times commencing dated as of October 7, 1999 and agrees, during the Term (as defined below), with the execution and delivery of this Agreement and continuing until the Expiration DateParent that, at every any meeting of the Company Stockholders Company's stockholders, however called, and at every adjournment, any adjournment or postponement or recess thereof, and on every action or approval by in connection with any written consent of the Company StockholdersCompany's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in each case to the extent any favor of approval of the transactionsMerger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions expressly contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, actions warranty, covenant, agreement or proposals contemplated by clauses (a)(i) through obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) below are against: (A) any proposal by Company to enter into or will be consideredconsent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, Stockholder as of the date hereof, constitute the Board of Directors of Company (in Stockholder’s capacity except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a holder merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of Company Securities) shallall or substantially all of the assets of Company's business outside the ordinary course of business, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made assets that are material to its business whether or not in opposition tothe ordinary course of business, or in competition witha reorganization, consummation recapitalization, dissolution or liquidation of the OfferCompany; (E) any amendment of Company's Certificate of Incorporation or bylaws, the Merger or any other transactions except as contemplated by the Merger Agreement; and and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (EF) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Agreement. , or any of the transactions contemplated by this Agreement; and (biv) At all times commencing with in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the execution and delivery purpose of this Agreement and continuing until the Expiration Date, soliciting additional proxies in the event that a that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Company Stockholders Merger is held at which any of insufficient to approve the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumMerger.

Voting Agreement. During the Term, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, each Stockholder shall, with respect to the Covered Shares beneficially owned by such Stockholder, and shall cause any other holder of record of one or more Covered Shares beneficially owned by such Stockholder to, (ai) At all times commencing with appear at each such meeting, in person or by proxy, or otherwise cause such Covered Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, such Covered Shares (A) in favor of adopting the Merger Agreement (for the purposes of this Section 2(a), as it may be modified or amended from time to time, unless such modification or amendment would constitute an Adverse Amendment), including the agreement of merger contained therein, the execution and delivery by the Company of this the Merger Agreement and continuing until the Expiration Date, at every meeting approval of the Company Stockholders called, terms thereof and at every adjournment, postponement or recess thereof, and on every action or approval by written consent each of the Company Stockholders, in each case to the extent any of the transactions, other actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and , (iiB) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, (C) against any of the following actions Acquisition Proposal or any proposal relating to an Acquisition Proposal, (other than those actions that relate to the OfferD) against any merger agreement or merger, the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergeracquisition, consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Company, or any of its Subsidiariesother extraordinary transaction involving the Company, (D) any material change in each case other than the capitalization of Merger Agreement and the Company or any of its SubsidiariesMerger, or the corporate structure of the Company or any of its Subsidiaries, or and (E) against any other proposal, action or agreement, in each case that is intendedwould (1) prevent, impair, delay or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or otherwise adversely affect the Offer, the Merger or any other transaction expressly transactions contemplated by the Merger Agreement. Agreement or the consummation of the Merger, or (b2) At all times commencing with the execution and delivery result in a breach in any material respect of this Agreement and continuing until the Expiration Dateany covenant, in the event that a meeting representation, warranty or any other obligation or agreement of the Company Stockholders is held at which under the Merger Agreement. No Stockholder shall commit or agree to take any of action inconsistent with the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumforegoing.

Voting Agreement. (a) At all times commencing with The Shareholder agrees that, during the execution and delivery of time this Agreement and continuing until the Expiration Dateis in effect, at every any meeting of the Company Stockholders shareholders of the Company, however called, and at every adjournmentadjournment or postponement thereof (a "Company Shareholders' Meeting"), postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or he shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such the meeting or otherwise cause his Owned Stock, together with any Company Common Stock acquired by the Subject Shares Shareholder after the date of this Agreement (the Shareholder's acquired shares, together with the Shareholder's Owned Stock, are referred to herein as the Shareholder's "Shares"), to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his Shares, or cause his Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement, and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his Shares, or cause his Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common Stock (collectively, "Frustrating Transactions") presented to the shareholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Shareholder is requested or sought.

Voting Agreement. (a) At all times commencing with Stockholder covenants and agrees that, from the execution and delivery date of this Voting Agreement and continuing until the Expiration Date, at every any meeting of the Company Stockholders stockholders of the Company, however called, and at every adjournmentin any written action by consent of stockholders of the Company, postponement or recess thereof, and on every action or approval Stockholder shall (unless otherwise directed in writing by written consent Parent) cause to be voted all outstanding shares of capital stock of the Company Stockholders, in each case to that (as of the extent Record Date for any of the transactions, actions or proposals contemplated matters referred to in this Section 3.1) are Owned by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval in favor of the Merger and the adoption of the Reorganization Agreement and in favor of each of the other actions contemplated by the Reorganization Agreement and any proposal made in opposition to, or in competition with, action that could reasonably be expected to facilitate the consummation of the Offer, the Merger or any other transactions contemplated by the Merger AgreementMerger; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization combination involving any of the Company or any of its Subsidiaries, Acquired Companies; (B) any sale, lease or transfer of a material amount of assets of any significant part of the assets Acquired Companies (other than in the ordinary course of the Company or any of its Subsidiaries, business); (C) any reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of any of the Company or any of its Subsidiaries, Acquired Companies; (D) any removal of or change in a majority of the board of directors of the Company; (E) any amendment to the Company's certificate of incorporation; (F) any material change in the capitalization of the Company or any of its Subsidiaries, or the Company's corporate structure of the Company or any of its Subsidiaries, or structure; and (EG) any other action that is inconsistent with the Merger or that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. (b) At all times commencing with . Stockholder shall not, from the execution and delivery date of this Voting Agreement and continuing until the Expiration Date, in the event that a meeting enter into any agreement or understanding with any Person to vote or give instructions inconsistent with clause "(i)" or "(ii)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until Until the Expiration Date, at every meeting of stockholders of the Company Stockholders calledcalled with respect to any of the following, and at every adjournment, adjournment or postponement or recess thereof, and on every action or approval by written consent of stockholders of the Company Stockholders, in each case with respect to the extent any of the transactionsfollowing, actions or proposals contemplated by clauses each Stockholder agrees (a)(i) through (iii) below are or will be considered, Stockholder (solely in Stockholder’s its capacity as a holder stockholder of Company Securitiesthe Company) that it shall, or shall cause the its nominee holder of record on any applicable record date to, vote the Subject Shares that the Stockholder is eligible to vote, and deliver a written consent in respect of the Stockholder's Subject Shares, at any applicable general or special meeting of the stockholders of the Company: (i) against in favor of (w) adoption of the Merger Agreement and approval of any proposal made in opposition tothe Mergers, or in competition with, consummation (x) each of the Offer, the Merger or any other transactions actions contemplated by the Merger AgreementAgreement in respect of which approval of the Company's stockholders is required thereunder, (y) the say-on-pay merger vote in connection with the Mergers and (z) any actions required in furtherance of the foregoing; provided, however, that in the event Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC recommends otherwise with respect to the say-on-pay merger vote or any other compensation-related proposal, the Stockholders will be permitted to vote as to such proposal as they elect in their sole discretion; and (ii) against (x) any proposal or action that would constitute a breach of the following actions (other than those actions that relate to the Offerany covenant, the Merger and representation or warranty or any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, obligation or reorganization agreement of the Company under the Merger Agreement or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company Stockholder under this Agreement or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger Mergers or any of the other transaction expressly transactions contemplated by the Merger Agreement. , (by) At all times commencing any Competing Proposal or any proposal relating to a Competing Proposal and (z) any stock purchase agreement, merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any one or more assets or businesses of the Company, its Consolidated Subsidiaries and the Subsidiary Adviser Group (other than the Merger Agreement); provided, that the foregoing voting covenants shall apply solely to actions taken by the Stockholder in its capacity as a stockholder of the Company, and solely with respect to such matters to the execution extent the approval of the Company's stockholders is required or requested by the Company, and delivery of this Agreement and continuing until the Stockholder shall not have any obligations or restrictions with respect to such matters in any other capacity or in any other context. Until the Expiration Date, in the event that a any meeting of the stockholders of the Company Stockholders is held at which with respect to any of the transactions, actions matters specified in Section 3(a)(i) or proposals contemplated by clauses (a)(i) through (iiiii) above are (and at every adjournment or will be consideredpostponement thereof), each Stockholder covenants that it shall, or shall cause the holder of record of the Stockholder's Subject Shares on any applicable each record date relevant to such a stockholder vote with respect to such specified matters to, appear at such meeting or otherwise cause the Stockholder's Subject Shares that are eligible to be voted at such stockholder meeting to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing Each Shareholder hereby agrees with the execution and delivery of this Agreement and continuing until TSW that, prior ---------------- to the Expiration Date, at every any meeting of the Company Stockholders shareholders of INDUS, however called, and at every adjournment, postponement or recess thereof, and on every in any written action or approval by written consent of the Company Stockholdersshareholders of INDUS, unless otherwise directed in writing by TSW, each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or Shareholder shall cause the holder of record on any applicable record date to, vote the Subject SharesINDUS Securities: (i) against for the approval of the Merger Agreements, and the transactions contemplated thereby, including the INDUS Merger, and for the approval of any proposal made action required in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; andfurtherance hereof and thereof. (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of INDUS in the Plan of Reorganization; and (iii) against the following actions (other than those actions that relate to the Offer, the INDUS Merger and any other the transactions contemplated by the Merger AgreementPlan of Reorganization): (A) any merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of the Company combination involving INDUS or any subsidiary of its SubsidiariesINDUS with any party other than Newco, TSW or their respective affiliates; (B) any sale, lease or transfer of more than any significant part of the assets of the Company INDUS or any subsidiary of its SubsidiariesINDUS to any party other than Newco, TSW or their affiliates (except in the ordinary course of business); (C) any reorganization, recapitalization, dissolution, dissolution or liquidation of INDUS or winding up any subsidiary of INDUS; (D) any change in a majority of the Company or board of directors of INDUS; (E) any amendment to the INDUS Articles of its SubsidiariesIncorporation, (DF) any material change in the capitalization of the Company INDUS or any of its Subsidiaries, or the INDUS's corporate structure of the Company or any of its Subsidiaries, structure; or (EG) any other action that which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Plan of Reorganization or this Voting Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until . Prior to the Expiration Date, each Shareholder shall not enter into any agreement or understanding with any person to vote or give instructions in the event that a meeting any manner inconsistent with clause "(i)," "(ii)" or "(iii)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. (a) At all times commencing with The Shareholder agrees that, during the execution and delivery of time this Agreement and continuing until the Expiration Dateis in effect, at every any meeting of the Company Stockholders shareholders of the Company, however called, and at every adjournmentadjournment or postponement thereof (a "Company Shareholders' Meeting"), postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or it shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such the meeting or otherwise cause its Owned Stock, together with any Company Common Stock acquired by the Subject Shares Shareholder after the date of this Agreement (the Shareholder's acquired shares, together with the Shareholder's Owned Stock, are referred to herein as the Shareholder's "Shares"), to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, its Shares, or cause its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement, and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, its Shares, or cause its Shares to be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company's Certificate of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common Stock (collectively, "Frustrating Transactions") presented to the shareholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the Shareholder is requested or sought.

Voting Agreement. (a) At all times commencing with The Majority Stockholder hereby irrevocably and unconditionally covenants and agrees that, during the execution and delivery of this Agreement and continuing until the Expiration DateVoting Period (as hereinafter defined), at every any meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent stockholders of the Company Stockholders(whether annual or special), however called, or at any adjournment or postponement thereof, or in each case any other circumstances (including an action by written consent) upon which a vote or other approval is sought, the Majority Stockholder shall: (i) with respect to any vote relating to the extent Merger Agreement, the Asset Purchase Agreement or any other matter to be approved by the stockholders of the Company to facilitate any of the transactionsTransactions, actions to appear at such meeting or proposals contemplated by clauses (a)(i) through (iii) below are or will otherwise be considered, Stockholder (in Stockholder’s capacity counted as present thereat for the purpose of establishing a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, quorum and vote the Subject Shares: (i) against Securities, in person or by proxy, in favor of the adoption of the Merger Agreement and the Asset Purchase Agreement and the approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by and the Merger AgreementTransactions; and (ii) against any of the following actions vote (other than those actions that relate or cause to the Offerbe voted), in person or by proxy, the Merger and any other transactions contemplated by the Merger Agreement): Securities against (A) any extraordinary corporate transaction (other than the Transactions), such as a merger, consolidation, business combination, sale of assetstender or exchange offer, reorganization, recapitalization, liquidation, or reorganization sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part amendment of the assets Company’s certificate of incorporation or by-laws, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, (C) which amendment or other proposal, action or transaction would reasonably be expected to in any reorganizationmanner impede, recapitalizationfrustrate, dissolutionprevent or nullify the Merger Agreement, liquidation or winding up the Asset Purchase Agreement, any of the Company Ancillary Agreements or any of its Subsidiariesthe Related Transaction Agreements or any of the Transactions, (D) any material change in the capitalization of extraordinary dividend, distribution or recapitalization by the Company or any of its Subsidiaries, or the corporate change in capital structure of the Company or any of its Subsidiaries, or (other than pursuant to the Transactions) and (E) any other Competing Proposal (the matters described in the foregoing clauses (A) through (E) being referred to as “Competing Actions”); and (iii) not take any action that is intendedby written consent to approve any Competing Action. Notwithstanding the foregoing, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect (1) if the Offer, Board of Directors of the Company has effected (and not withdrawn) a Permitted Change of Recommendation with respect to the Merger or any other transaction expressly contemplated by Agreement and the Merger in accordance with the terms of Section 6.6(e)(i) of the Merger Agreement in response to an Alternate Superior Proposal (as defined in the Merger Agreement. ), then the obligation to vote as set forth in clause (ba)(i) At all times commencing above with respect to the execution and delivery of this vote on the Merger Agreement and continuing until the Expiration Date, in Merger shall only apply to an aggregate number of Securities that is equal to exactly 40% of the event that a total number of shares of Company Common Stock outstanding on the record date for such meeting or consent and the Majority Stockholder may vote the remaining Securities constituting 40% of the Company Stockholders is held at which any Common Stock outstanding on such record date in its sole discretion with respect to the vote on the Merger Agreement and the Merger and (2) if the Board of Directors of the transactions, actions or proposals Company has effected (and not withdrawn) a Permitted Change of Recommendation with respect to the Asset Purchase Agreement and the transactions contemplated by clauses such agreement in accordance with the terms of Section 10.4(d) of the Asset Purchase Agreement in response to an Alternate Superior Proposal (as defined in the Asset Purchase Agreement) then the obligations to vote as set forth in clause (a)(i) through (iii) above are or will be considered, Stockholder shall, or with respect to the vote on the Asset Purchase Agreement and the transactions contemplated by such agreement shall cause only apply to an aggregate number of Securities that is equal to exactly 40% of the holder total number of record shares of Company Common Stock outstanding on any applicable the record date to, appear at for such meeting or otherwise cause consent and the Subject Shares Majority Stockholder may vote the remaining Securities constituting 40% of the Company Common Stock on such record date in its sole discretion with respect to be counted as present thereat for the vote on the Asset Purchase Agreement and the transactions contemplated by such agreement. For purposes of establishing a quorumthis Agreement, “Voting Period” means the period commencing on the date hereof and ending on the termination of this Agreement.

Voting Agreement. Each of the Stockholders hereby irrevocably and unconditionally agrees that during the term of this Agreement as specified in Section 4.1, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, each of the Stockholders shall vote (or cause to be voted) all of the Shares which such Stockholder has the right to vote: (a) At all times commencing with in favor of the execution and delivery of this Merger, the Merger Agreement the transactions contemplated by the Merger Agreement and continuing until any other matter necessary to consummate the Expiration Datetransactions contemplated by the Merger Agreement (each of the Stockholders acknowledges receipt and review of a copy of the Merger Agreement); (b) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, at every meeting representation or warranty or any other obligation of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by under the Merger Agreement; and (c) except for all such actions which the Company may undertake under the Merger Agreement, against (i) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries, (ii) against any of the following actions a sale or transfer (other than those actions that relate to a subsidiary of the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (ACompany) any merger, consolidation, business combination, sale of assets, or reorganization assets of the Company or any of its Subsidiaries, (B) any sale, lease subsidiaries comprising all or transfer of any significant part a substantial portion of the assets of the Company or any of its Subsidiariessubsidiaries, (C) or a sale or transfer of any reorganization, recapitalization, dissolution, liquidation right to all or winding up a substantial portion of the revenues or income of the Company or any of its Subsidiariessubsidiaries, by way of a negotiated purchase, lease, license, exchange, joint venture or other means, (Diii) any material change in a majority of the capitalization Board of Directors of the Company or any other than in connection with an annual meeting of its Subsidiaries, or the corporate structure stockholders of the Company or any with respect to the slate of its Subsidiariesdirectors proposed by the incumbent Board of Directors of the Company, or (Eiv) any other action that is intended, or could reasonably be expected to, likely to materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, in any material respect the Merger or any other transaction expressly and the transactions contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. From the date hereof until the termination of this Agreement in accordance with Section 5.03, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Stockholder Meeting) of the stockholders of Company concerning proposals related to the Merger, Merger Agreement, any Company Takeover Proposal or any other transaction contemplated by the Merger Agreement or at which any matter set forth in this Section 1.01 is being considered, however called, or otherwise cause all of the Company Shares owned (whether beneficially or of record) at such time by Stockholder to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, and (y) vote or cause to be voted (including by proxy or written consent, if applicable, with respect to) all Company Shares (including any New Company Shares (as defined below), as applicable) owned (whether beneficially or of record) at such time by Stockholder: (a) At all times commencing with respect to each meeting at which a vote of Stockholder on the execution and delivery Merger is requested (a “Merger Proposal”), in favor of this Agreement and continuing until such Merger Proposal (and, in the Expiration Dateevent that such Merger Proposal is presented as more than one proposal, at every meeting in favor of the Company Stockholders calledeach proposal that is part of such Merger Proposal), and at every adjournment, postponement or recess thereof, and on every action or approval by written consent in favor of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions or matters expressly contemplated by the Merger Agreement; and; (iib) against any Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the following actions (other than those actions that relate to the Offer, Merger Agreement or in competition or inconsistent with the Merger and any the other transactions or matters contemplated by the Merger Agreement): ; (Ac) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) against any other action action, agreement or transaction that is intended, or could that would or would reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction transactions expressly contemplated by the Merger Agreement or the performance by Stockholder of his, her or its obligations under this Agreement.; (bd) At all times commencing with the execution and delivery against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of this Agreement and continuing until the Expiration Dateany covenant, in the event that a meeting representation or warranty or any other obligation or agreement of the Company Stockholders is held at which contained in the Merger Agreement, or of Stockholder contained in this Agreement; and (e) in favor of any other matter necessary to the consummation of the transactions, actions or proposals transactions contemplated by the Merger Agreement, including the Merger (clauses (a)(ia) through (iiie) above are or will be consideredof this Section 1.01, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum“Required Votes”).

Voting Agreement. During the term of this Agreement, the Holder hereby agrees (a) At to appear (in person or by proxy) at any annual or special meeting of the stockholders of the Company for purposes of obtaining a quorum; and (b) to vote all times commencing with the execution Shares and delivery of this any Additional Shares to approve and adopt the Merger Agreement (and continuing until any subsequent amendments thereto), the Expiration DateMerger and all other agreements and actions contemplated by the Merger Agreement to be undertaken in connection therewith, in each case at every meeting of stockholders of the Company Stockholders (however called), and at every adjournment, postponement adjournment thereof (or recess thereof, and on every action or approval by written consent in lieu of a meeting), at which any such matters are submitted for the consideration and vote of stockholders of the Company. During the term of this Agreement, the Holder hereby further agrees to vote, in her, his or its capacity as a stockholder of the Company Stockholders, in each case to all the extent Shares and any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: Additional Shares against (i) against approval of any Acquisition Proposal or other proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any offer for a merger, consolidation, business combination, tender offer, sale of substantial assets, sale of shares of capital stock or reorganization of extraordinary transactions involving the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by the Merger Agreement, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (Cii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in other extraordinary corporate transaction involving the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its SubsidiariesCompany, or (Eiii) any other corporate action that is intended, (including any amendment of the Company’s certificate of incorporation or could bylaws) the consummation of which would reasonably be expected to(A) to frustrate the purposes, impedeor prevent or delay the consummation, interfere with, delay, postpone, discourage or adversely affect the Offer, of the Merger or any other transaction expressly the transactions contemplated by the Merger Agreement. , (bB) At all times commencing with the execution and delivery result in a breach of this Agreement and continuing until the Expiration Dateany covenant, in the event that a meeting representation, warranty or any other obligation or agreement of the Company Stockholders is held under the Merger Agreement, or (C) change the voting rights of the Shares or the Additional Shares, in each case of (i), (ii) and (iii), at every meeting of stockholders of the Company (however called), and at every adjournment thereof (or by written consent in lieu of a meeting), at which any such matters are submitted for the consideration and vote of stockholders of the transactionsCompany. During the term of this Agreement, actions the Holder shall not commit or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause agree to take any action inconsistent with either of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumforegoing sentences.

Voting Agreement. (a) At During the Voting Period (as defined below), with respect to all times commencing with Subject Securities (as defined below) over which FrontFour or any of its “Affiliates” or “Associates” (as such terms are defined in the execution and delivery Exchange Act) has the right to vote as of this Agreement and continuing until the Expiration Date, at every record date for any meeting of the Company Stockholders calledCompany’s stockholders or action by written consent, as the case may be, FrontFour shall cause all such Subject Securities to be present for quorum purposes and shall vote, or cause to be voted, all such securities in favor of the adoption of, and the transactions contemplated by, the revised MCC Merger Agreement, including the MCC Merger. (b) Subject to Section 2(a), during the Restricted Period, with respect to all Subject Securities over which FrontFour or any of its Affiliates or Associates has the right to vote as of the record date at every adjournmentany respective meeting of the Company’s stockholders or the Combined Company’s stockholders, postponement or recess thereof, and on every pursuant to any action or approval by written consent of the Company Stockholdersconsent, in each case FrontFour shall cause all such Subject Securities to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shallpresent for quorum purposes and shall vote, or shall cause the holder of record on any applicable record date toto be voted, vote the all such Subject Shares: Securities (i) against approval in favor of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated each director candidate nominated and recommended by the Merger Agreement; and Board or the Combined Company Board, respectively, for election at any such meeting or pursuant to any action by written consent, and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated stockholder nominees for director or purported stockholder nominations for director which are not recommended by the Merger Agreement): (A) Board or the Combined Company Board, respectively, for election at any mergersuch meeting or pursuant to any action by written consent. During the Restricted Period, consolidation, with respect to any stockholder proposals or other business combination, sale of assets, or reorganization presented at any respective stockholder meeting of the Company or the Combined Company or pursuant to any action by written consent, FrontFour shall vote, or cause to be voted, all Subject Securities, in accordance with either (A) the recommendation of its Subsidiariesthe Board or the Combined Company Board, respectively, or (B) the recommendation of Institutional Shareholder Services Inc. (“ISS”) (unless such proposals are in connection with, or are otherwise inconsistent with FrontFour’s support of, the revised MCC Merger Agreement, in which case FrontFour must vote as recommended by the Board); provided, however, that FrontFour shall be permitted to vote in its sole discretion with respect to any salepublicly announced proposals (unless such proposals are in connection with, lease or transfer of any significant part are otherwise inconsistent with FrontFour’s support of, the revised MCC Merger Agreement, in which case FrontFour must vote as recommended by the Board) for an Extraordinary Matter (as defined below) involving the Company or the Combined Company, respectively, requiring a vote of the assets respective stockholders of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger AgreementCombined Company. (bc) At all times commencing During the Restricted Period, FrontFour shall not enter into any agreement or understanding with any Person to vote or give instructions to vote in any manner inconsistent with Sections 2(a) and 2(b). (d) During the execution and delivery Voting Period, FrontFour shall not, directly or indirectly, cause or permit any Transfer (as defined below) of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactionsSubject Securities to be effected. Without limiting the generality of the foregoing, actions during the Voting Period, FrontFour shall not tender, agree to tender or proposals contemplated by clauses (a)(i) through (iii) above are or will permit to be considered, Stockholder shall, or shall cause tendered any of the holder of record on any applicable record date to, appear at such meeting Subject Securities in response to or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumin connection with any tender or exchange offer.

Voting Agreement. (a) At all times commencing Each Shareholder hereby agrees with the execution INDUS and delivery of this Agreement and continuing until ---------------- Newco that, prior to the Expiration Date, at every any meeting of the Company Stockholders shareholders of TSW, however called, and at every adjournment, postponement or recess thereof, and on every in any written action or approval by written consent of the Company Stockholdersshareholders of TSW, unless otherwise directed in writing by INDUS, each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or Shareholder shall cause the holder of record on any applicable record date to, vote the Subject SharesTSW Securities: (i) against for approval of the Plan, the Agreement of Merger, and the transactions contemplated thereby, including the TSW Merger, and for approval of any proposal made action required in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; andfurtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of TSW in the Plan; and (iii) against the following actions (other than those actions that relate to the Offer, the TSW Merger and any other the transactions contemplated by the Merger AgreementPlan): (A) any merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of the Company combination involving TSW or any subsidiary of its SubsidiariesTSW with any party other than Newco, INDUS or their respective affiliates; (B) any sale, lease or transfer of any more than a significant part of the assets of the Company TSW or any subsidiary of its SubsidiariesTSW to any party other than Newco, INDUS or their respective affiliates (except in the ordinary course of business); (C) any reorganization, recapitalization, dissolution, dissolution or liquidation of TSW or winding up any subsidiary of TSW; (D) any change in a majority of the Company or board of directors of TSW; (E) any amendment to the Articles of its Subsidiaries, Incorporation of TSW; (DF) any material change in the capitalization of the Company TSW or any of its Subsidiaries, or the TSW's corporate structure of the Company or any of its Subsidiaries, structure; or (EG) any other action that which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the TSW Merger or any of the other transaction expressly trans actions contemplated by the Merger Plan or this Voting Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until . Prior to the Expiration Date, each Shareholder shall not enter into any agreement or understanding with any person to vote or give instructions in the event that a meeting any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. Each Shareholder, by this Agreement, does hereby (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Dateagree to appear (or not appear, if requested by Parent or Merger Sub) at every any annual, special, postponed or adjourned meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent stockholders of the Company Stockholdersor otherwise cause the Shares such Shareholder beneficially owns to be counted as present (or absent, if requested by Parent or Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Parent and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote all the Shares such Shareholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the States of Delaware and Florida may require or permit), in each the case to the extent any of both (a) and (b) above, (x) in favor of approval and adoption of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against Merger Agreement and approval of any proposal made in opposition to, or in competition with, consummation and adoption of the Offer, Merger and the Merger or any other transactions contemplated by thereby and (y) against (1) any Acquisition Proposal, (2) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and Agreement and (ii3) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidationconsolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale, business combination, sale lease or transfer of assetsa material amount of assets of the Company or any of its subsidiaries, or reorganization a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, ; (Biii) (A) any sale, lease or transfer of any significant part change in a majority of the assets persons who constitute the board of directors of the Company or any of its Subsidiaries, Subsidiaries as of the date hereof; (CB) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company Company's or any of its Subsidiaries' certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its Subsidiaries' corporate structure or business; or (ED) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.that

Voting Agreement. From the date hereof until the termination of this Agreement in accordance with Section 5.03, Stockholder shall (x) appear at each meeting (whether annual or special and each adjourned or postponed meeting and including the Company Special Meeting) of the stockholders of the Company concerning proposals related to the Merger, Merger Agreement, any Company Takeover Proposal or any other transaction contemplated by the Merger Agreement or at which any matter set forth in this Section 1.01 is being considered, however called, or otherwise cause all of the Company Shares owned (whether beneficially or of record) at such time by Stockholder to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, and (y) vote or cause to be voted (including by proxy or written consent, if applicable, with respect to) all Company Shares (including any New Company Shares (as defined below), as applicable) owned (whether beneficially or of record) at such time by Stockholder: (a) At all times commencing with respect to each meeting at which a vote of Stockholder on the execution and delivery Merger is requested (a “Merger Proposal”), in favor of this Agreement and continuing until such Merger Proposal (and, in the Expiration Dateevent that such Merger Proposal is presented as more than one proposal, at every meeting in favor of the Company Stockholders calledeach proposal that is part of such Merger Proposal), and at every adjournment, postponement or recess thereof, and on every action or approval by written consent in favor of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions or matters expressly contemplated by the Merger Agreement; and; (iib) against any Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the following actions (other than those actions that relate to the Offer, Merger Agreement or in competition or inconsistent with the Merger and any the other transactions or matters contemplated by the Merger Agreement): ; (Ac) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) against any other action action, agreement or transaction that is intended, or could that would or would reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction transactions expressly contemplated by the Merger Agreement or the performance by Stockholder of his, her or its obligations under this Agreement; and (d) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Stockholder contained in this Agreement (clauses (a) through (d) of this Section 1.01, the “Required Votes”); provided that, notwithstanding the foregoing, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement if such amendment (i) decreases the Merger Consideration, changes the form of the Merger Consideration or otherwise adversely affects the consideration payable to the holders of Company Common Stock, (ii) other than as contemplated by the Merger Agreement (as it exists on the date of this Agreement) including Section 7.1(c) of the Company Disclosure Schedule thereto, imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to the Company’s stockholders or (iii) extends the Outside Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Outside Date (each such amendment, an “Adverse Amendment”). (be) At all times commencing For the avoidance of doubt, except as expressly set forth in this Section 1.01, Stockholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting stockholders of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumCompany.

Voting Agreement. Until the earlier to occur of the Closing (aas described in Section 1.5 of the Asset Purchase Agreement) At or the termination of the Asset Purchase Agreement pursuant to Article VII thereof notwithstanding the survival of any terms of the Asset Purchase Agreement following such termination, each of the Stockholders hereby agrees to vote (or cause to be voted) all times commencing with of the execution Shares (and delivery of this Agreement any and continuing until the Expiration Dateall securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at every any annual, special or other meeting of the Company Stockholders calledstockholders of the Company, and at every adjournment, postponement any adjournment or recess adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (i) to approve the Asset Purchase Agreement and on every action or approval by written consent the transactions contemplated thereby, including the change of the name of the Company Stockholders, in each case to a name not including the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreementword "Avalon"; and (ii) against any action or agreement that will result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the following actions Company under this Agreement or the Asset Purchase Agreement; and (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): iii) against (A) any extraordinary corporate transaction, such as a merger, consolidationrights offering, business combinationreorganization, sale of assets, recapitalization or reorganization of liquidation involving the Company or any of its SubsidiariesBusiness (as described in the Asset Purchase Agreement), (B) any sale, lease a sale or transfer of the Assets, other than in the ordinary course of business or pursuant to the Asset Purchase Agreement, or the issuance of any significant part of the assets securities of the Company (except options to purchase Company Common Stock granted to directors of the Company and the related issuance of Company Common Stock upon exercise of such options in accordance with the terms thereof, provided, that after the approval of such options, the number of shares of the Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to such options to directors shall be equal to the current number of shares of Company Common Stock outstanding plus the number of shares of Company Common Stock reserved for issuance pursuant to existing options to directors) or of any subsidiary holding or having any rights to any of its Subsidiariesthe Assets, (C) any reorganization, recapitalization, dissolution, liquidation change in the executive officers or winding up Board of Directors of the Company or any of its SubsidiariesCompany, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the present corporate structure of the Company or any of its Subsidiaries, the Business or (E) any other action that is intended, or could reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, approval of the Merger or any other transaction expressly Asset Purchase Agreement and the transactions contemplated by the Merger Asset Purchase Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing with Stockholder agrees that, during the execution and delivery period from the date of this Voting Agreement and continuing until through the Expiration Date, at every any meeting of stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, Stockholder shall (unless otherwise directed in writing by Parent) cause all outstanding shares of Company Capital Stock that are Owned by Stockholder as of the record date fixed for such meeting or written consent: (A) to be voted in favor of the approval and adoption of the Reorganization Agreement and the approval of the Merger on the terms and subject to the conditions set forth therein, and in favor of each of the other actions contemplated by the Reorganization Agreement; (B) to be voted against any action or agreement that to the actual knowledge of Stockholder would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of under the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and (iiC) to be voted against any of the following actions (other than those actions that relate to the Offer, the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any subsidiary of its Subsidiaries, the Company; (B) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any subsidiary of its Subsidiaries, (C) any the Company or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any subsidiary of its Subsidiaries, the Company; or (DC) (1) any change in a majority of the board of directors of the Company; (2) any amendment of the Company's Certificate of Incorporation; (3) any other material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company or any of its Subsidiaries, Company's corporate structure; or (E4) any other action that which to the actual knowledge of Stockholder is intended, or could reasonably be expected to, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, contemplated economic benefits to Parent of the Merger or any of the other transaction expressly transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. . Stockholder shall not enter into any agreement or understanding with any Person prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time to vote or give instructions in any manner inconsistent with clause "(a)," "(b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting )" or "(c)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. (a) At all times commencing with Each Stockholder hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the execution and delivery of this Agreement and continuing until the Expiration DateOffer, at every any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of Company Common Stock, however called (each, a “Company Stockholders calledMeeting”), and at every adjournment, postponement or recess thereof, and on every action or approval by in connection with any written consent of the holders of shares of Company StockholdersCommon Stock, such Stockholder shall, unless Parent votes the Subject Shares pursuant to the proxy granted by Section 3, vote (or cause to be voted) or, if applicable, deliver (or caused to be delivered) a written consent with respect to all of such Stockholder’s Subject Shares, in each case case, to the fullest extent that such Subject Shares are entitled to be voted at the time of any of the transactionsvote or action by written consent, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Sharesagainst: (i) against approval any Acquisition Proposal or any Alternative Acquisition Agreement; (ii) any election of new directors to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date hereof who are nominated for election by a majority of the Company Board, or as otherwise provided in the Merger Agreement; (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any proposal made in opposition tocovenant, representation or in competition with, consummation of the Offer, the Merger warranty or any other transactions contemplated by obligation or agreement of such Stockholder under this Agreement or of the Company under the Merger Agreement; and (iiiv) against any each of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger AgreementTransactions): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiariesthe Company Subsidiary, (B) any sale, lease or other transfer of any significant part a material amount of the assets of the Company or any of its Subsidiariesthe Company Subsidiary, taken as a whole and (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger AgreementSubsidiary. (b) At Subject to the proxy granted under Section 3 below, each Stockholder shall retain at all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause right to vote the Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2(a) that are at any time or from time to be counted as present thereat time presented for purposes of establishing a quorumconsideration to the Company’s stockholders generally.

Voting Agreement. During the term of this Agreement, the Holder hereby agrees (a) At to appear (in person or by proxy) at any annual or special meeting of the stockholders of the Company for purposes of obtaining a quorum; and (b) to vote all times commencing with the execution Shares and delivery of this any Additional Shares to approve and adopt the Merger Agreement (and continuing until any subsequent amendments thereto), the Expiration DateMerger and all other agreements and actions contemplated by the Merger Agreement to be undertaken in connection therewith, in each case at every meeting of stockholders of the Company Stockholders (however called), and at every adjournment, postponement adjournment thereof (or recess thereof, and on every action or approval by written consent in lieu of a meeting), at which any such matters are submitted for the consideration and vote of stockholders of the Company. During the term of this Agreement, the Holder hereby further agrees to vote, in her, his or its capacity as a stockholder of the Company Stockholders, in each case to all the extent Shares and any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: Additional Shares against (i) against approval of any Acquisition Proposal or other proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any offer for a merger, consolidation, business combination, tender offer, sale of substantial assets, sale of shares of capital stock or reorganization of extraordinary transactions involving the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by the Merger Agreement, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (Cii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in other extraordinary corporate transaction involving the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its SubsidiariesCompany, or (Eiii) any other corporate action that is intended, (including any amendment of the Company's certificate of incorporation or could bylaws) the consummation of which would reasonably be expected to(A) to frustrate the purposes, impedeor prevent or delay the consummation, interfere with, delay, postpone, discourage or adversely affect the Offer, of the Merger or any other transaction expressly the transactions contemplated by the Merger Agreement. , (bB) At all times commencing with the execution and delivery result in a breach of this Agreement and continuing until the Expiration Dateany covenant, in the event that a meeting representation, warranty or any other obligation or agreement of the Company Stockholders is held under the Merger Agreement, or (C) change the voting rights of the Shares or the Additional Shares, in each case of (i), (ii) and (iii), at every meeting of stockholders of the Company (however called), and at every adjournment thereof (or by written consent in lieu of a meeting), at which any such matters are submitted for the consideration and vote of stockholders of the transactionsCompany. During the term of this Agreement, actions the Holder shall not commit or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause agree to take any action inconsistent with either of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumforegoing sentences.

Voting Agreement. (a) At all times commencing with In reliance upon the execution representations and delivery warranties of Parent and Merger Sub in the Reorganization Agreement, Stockholder agrees that, during the period from the date of this Voting Agreement and continuing until through the Expiration Date, at every any meeting of the Company Stockholders stockholders of the Company, however called, and at every adjournmentin any written action by consent of stockholders of the Company, postponement Stockholder shall (unless otherwise directed in writing by Parent) cause all outstanding shares of Company Common Stock and Company Preferred Stock that are Owned by Stockholder as of the record date fixed for such meeting or recess thereofwritten action by consent: (a) to be voted in favor of the adoption of the Reorganization Agreement and the approval of the Merger on the terms and subject to the conditions set forth therein, and on every in favor of each of the other actions contemplated by the Reorganization Agreement; (b) to be voted against any action or approval by written consent agreement that to the actual knowledge of Stockholder would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholders, in each case to under the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and (iic) to be voted against any of the following actions (other than those actions that relate to the Offer, the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any subsidiary of its Subsidiaries, the Company; (B) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any subsidiary of its Subsidiaries, (C) any the Company or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any subsidiary of its Subsidiaries, the Company; or (DC) (1) any change in a majority of the board of directors of the Company; (2) any amendment of the Company's Certificate of Incorporation; (3) any other material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company or any of its Subsidiaries, Company's corporate structure; or (E4) any other action that which to the actual knowledge of Stockholder is intended, or could reasonably be expected to, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, contemplated economic benefits to Parent of the Merger or any of the other transaction expressly transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. . Stockholder shall not enter to any agreement or understanding with any Person prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time to vote or give instructions in any manner inconsistent with clause "(a)," "(b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting )" or "(c)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. (a) At all times commencing with the execution Each Shareholder covenants and delivery of this Agreement and continuing until agrees that, prior to the Expiration Date, at every any duly called meeting of the shareholders of Company Stockholders called, and at every (or any adjournment, postponement or recess continuation thereof), and on every action in any other circumstances other than a duly called meeting of the shareholders of Company upon which a vote, consent or other approval (including by written consent consent) of the shareholders of the Company Stockholderswith respect to the Merger or the Merger Agreement is sought, such Shareholder shall appear at such meeting, in each case person or by proxy, and shall vote, and cause to the extent any be voted, all Shares of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: such Shareholder: (i) against in favor of (A) the approval of any proposal made in opposition to, or in competition with, consummation the Merger Agreement and approval of the Offer, Merger and the Merger or any other transactions contemplated by the Merger Agreement; and Agreement (iiand any actions required in furtherance thereof) against and (B) the approval of any of proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the following actions (other than those actions that relate to the Offer, Merger Agreement and the Merger and any the other transactions contemplated by the Merger Agreement): Agreement (or any actions required in furtherance thereof), and (ii) against (A) any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement, (B) any action, proposal, transaction or agreement which would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of such Shareholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assetsassets or similar transaction with or involving Company and any party other than Parent, or reorganization of the including any Company or any of its SubsidiariesTakeover Proposal, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, and (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intendedor proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the Offer, consummation of the Merger or any the other transaction expressly transactions contemplated by the Merger Agreement or the fulfillment of Company’s or Parent’s conditions under the Merger Agreement. . Any such vote shall be cast (bor consent shall be given) At all times commencing by such Shareholder in accordance with the execution and delivery of this Agreement and continuing until the Expiration Datesuch procedures relating thereto so as to ensure that it is duly counted, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat including for purposes of establishing determining that a quorumquorum is present and for purposes of recording the results of such vote (or consent). Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section 1. The voting agreements contained herein are coupled, and shall be deemed coupled, with an interest and may not be modified, rescinded or revoked in any manner that would render the consummation of the Merger pursuant to the Merger Agreement illegal, impermissible or ultra xxxxx during the term of this Agreement.

Voting Agreement. Each Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement, at any meeting of the holders of Class A Common Stock or Class B Common Stock, however called, or in connection with any written consent of the holders of Class A Common Stock or Class B Common Stock, such Stockholder shall vote (aor cause to be voted) At all times commencing with the Shares held of record or beneficially owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of the Reverse Split, the execution and delivery by the Company of the Tender Agreement and the approval of the terms thereof and each of the other actions contemplated by the Tender Agreement and this Agreement and continuing until the Expiration Date, at every meeting of the Company Stockholders called, any actions required in furtherance thereof and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreementhereof; and (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Tender Agreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Purchaser, against the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Tender Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Company Subsidiaries, ; (B) any a sale, lease or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; (DC) (1) any material change in a majority of the persons who constitute the board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of its Subsidiaries, the Company's Articles of Incorporation or Bylaws; (3) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (E4) any other action that involving the Company or its subsidiaries which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Offer, the Merger or any other transaction expressly transactions contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in Tender Agreement. Such Stockholder shall not enter into any agreement or understanding with any Person or entity the event that a meeting effect of which would be inconsistent with or violative of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumprovisions and agreements contained in this Section 2.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until Shareholder agrees that, prior to the Expiration Date, at every any meeting of the Company Stockholders shareholders of the Company, however called, and at every adjournment, postponement or recess thereof, and on every in any action or approval taken by the written consent of shareholders of the Company Stockholderswithout a meeting, unless otherwise directed in each case to the extent any of the transactionswriting by Parent, actions or proposals contemplated by clauses (a)(i) through (iii) below are or Shareholder will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against in favor of the Merger, the execution and delivery by the Company of the Plan and the adoption and approval of any proposal made the terms thereof and in opposition to, or in competition with, consummation favor of each of the Offer, the Merger or any other transactions actions contemplated by the Merger Agreement; andPlan and any action required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Plan or that would preclude fulfillment of a condition precedent under the Plan to the Company’s or Parent’s obligation to consummate the Merger; (iii) against the following actions (other than those actions that relate to the Offer, as part of the Merger and any other the transactions contemplated by the Merger AgreementPlan): (A) any mergerextraordinary corporate transaction, consolidation, such as a merger or other business combination, sale combination involving the Company; (B) any disposition of assets, all or reorganization any substantial portion of the business, assets or securities of the Company; (C) any exclusive license by the Company of all or any substantially all of its Subsidiariestechnology other than in the ordinary course of business, (each of the actions described in clauses (A), (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, and (C) being referred to herein as an “Alternative Transaction”); (D) any reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any subsidiary of its Subsidiaries, the Company; (DE) any change in a majority of the board of directors of the Company; (F) any amendment to the Articles; (G) any material change in the capitalization of the Company or any of its Subsidiaries, or the Company’s corporate structure of the Company or any of its Subsidiaries, structure; or (EH) any other action that which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Plan or this Agreement.; and (biv) At all times commencing with in favor of the execution termination (by amendment of any such agreement or otherwise), effective immediately prior to the Effective Time of the Merger, of any rights of first refusal, rights of notice, rights of co-sale, registration rights, information rights, preemptive rights, rights of redemption or repurchase or similar rights of Shareholder under any agreement, arrangement or understanding applicable to the Subject Shares, including, without limitation, pursuant to the Articles and delivery the Amended and Restated Shareholder Rights Agreement dated as of this Agreement March 31, 2000, as amended by that certain Amendment No. 1 dated effective as of June 28, 2001, and continuing until as otherwise further amended (the “Shareholder Rights Agreement”). Prior to the Expiration Date, Shareholder will not enter into any agreement or understanding with any person or entity to vote or give instructions in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorummanner inconsistent with this Section 2.1.

Voting Agreement. Each Stockholder, by this Agreement, does hereby (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Dateagree to appear (or not appear, if requested by Purchaser or Merger Sub) at every any annual, special, postponed or adjourned meeting of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent stockholders of the Company Stockholdersor otherwise cause the shares of Common Stock such Stockholder beneficially owns to be counted as present (or absent, if requested by Purchaser or Merger Sub) thereat for purposes of establishing a quorum and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and steax, xx vote all the shares of Common Stock such Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the State of Delaware and the Commonwealth of Massachusetts may require or permit), in each the case to the extent any of both (a) and (b) above, (x) in favor of approval and adoption of the transactions, actions or proposals Merger Agreement and approval and adoption of the Merger and the other transactions contemplated by clauses thereby and (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (iy) against approval (1) any Alternative Proposal, (2) any action or agreement that would result in a breach in any respect of any proposal made in opposition tocovenant, agreement, representation or in competition with, consummation warranty of the Offer, Company under the Merger or any Agreement and (3) the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement; andAgreement and the Ancillary Documents): (i) any extraordinary corporate transaction, such as (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale change in a majority of assets, or reorganization the persons who constitute the board of directors of the Company or any of its Subsidiaries, Subsidiaries as of the date hereof; (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company Company's or any of its Subsidiaries' certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its Subsidiaries' corporate structure or business; or (ED) any other action that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or and the other transactions contemplated by this Agreement, the Merger Agreement and the Ancillary Documents. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other transaction expressly contemplated by proxies with respect to the shares of Common Stock that such Stockholder may have heretofore made or granted. For shares of Common Stock as to which a Stockholder is the beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any record owner of such Shares to grant to Purchaser a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Purchaser and Merger Sub to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing with the execution Each Significant Stockholder covenants and delivery of this Agreement and continuing until agrees that, prior to the Expiration DateDate (as defined below), at every any duly called meeting of the stockholders of the Company Stockholders called, and at every (or any adjournment, postponement or recess continuation thereof), and on every action or approval by written consent in any other circumstances other than a duly called meeting of the stockholders of the Company Stockholdersupon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, such Significant Stockholder shall appear at such meeting, in each case person or by proxy, and shall vote, and cause to the extent any be voted, all Shares of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in such Significant Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: : (i) against in favor of (A) the approval of any proposal made in opposition to, or in competition with, consummation the Merger Agreement and approval of the Offer, Merger and the Merger or any other transactions contemplated by the Merger Agreement; and Agreement (iiand any actions required in furtherance thereof) against and (B) the approval of any of proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the following actions (other than those actions that relate to the Offer, Merger Agreement and the Merger and any the other transactions contemplated by the Merger Agreement): Agreement (or any actions required in furtherance thereof) and (ii) against (A) any merger, consolidation, business combination, sale of assets, proposal made in opposition to or reorganization of in competition with the Company Merger or any of its Subsidiariesthe transactions contemplated by the Merger Agreement, (B) any saleaction, lease proposal, transaction or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action agreement that is intendedwould, or could reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Significant Stockholder under this Agreement, (C) any merger, reorganization, consolidation, share exchange, business combination, sale of assets or similar transaction with or involving the Company and any party other than Parent, including any Alternative Proposal, and (D) any other action or proposal the consummation of which would, or could reasonably be expected to, prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the Offer, consummation of the Merger or any the other transaction expressly transactions contemplated by the Merger Agreement. (b) At all times commencing with Agreement or the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting fulfillment of the Company Stockholders Company’s or Parent’s conditions under the Merger Agreement. Any such vote shall be cast (or consent shall be given) by such Significant Stockholder in accordance with such procedures relating thereto so as to ensure that it is held at which any of the transactionsduly counted, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat including for purposes of establishing determining that a quorumquorum is present and for purposes of recording the results of such vote (or consent). Each Significant Stockholder shall provide Parent with at least five (5) business days’ prior written notice prior to signing any action (other than the action contemplated by Section ‎1(a)) proposed to be taken by written consent with respect to any Shares. Each Significant Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in this Section ‎1.

Voting Agreement. Each Stockholder agrees that, as promptly as reasonably practicable (aand in any event no later than 48 hours after the Registration Statement is declared effective by the SEC), such Stockholder shall duly execute and deliver to the Company and Acquiror one or more written consents (in form and substance reasonably satisfactory to Acquiror) At all times commencing with evidencing the execution Company Stockholder Approval, under which such Stockholders shall irrevocably and delivery of this Agreement unconditionally consent to approving the Business Combination Agreement, the Ancillary Documents to which the Company is a party and continuing until the Expiration Datetransactions contemplated thereby, including the Merger. In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at every any other meeting of the stockholders of the Company Stockholders called(whether annual or special and whether or not an adjourned or postponed meeting, however called and at every adjournment, including any adjournment or postponement or recess thereof, ) and on every action or approval by in connection with any written consent of the Company Stockholders, in each case to the extent any stockholders or other securityholders of the transactionsCompany, actions such Stockholder shall: a. when such meeting is held, appear at such meeting or proposals contemplated otherwise cause the Covered Securities to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shallwritten consent), or shall cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the holder Covered Securities owned as of record on any applicable the record date to, vote for such meeting (or the Subject Shares: date that any written consent is executed by such Stockholder) in favor of (i) against the approval and adoption of the Business Combination Agreement and the Ancillary Documents, including the Sponsor Letter Agreement and the A&R Registration Rights Agreement, approval of any proposal made in opposition tothe Merger, or in competition with, consummation of and the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and Business Combination Agreement (including the treatment of any Equity Securities convertible into or exercisable or exchangeable for (x) Company Shares or (y) shares of common stock of any subsidiary of the Company) and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the following actions Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other than those actions that relate to the Offer, matters necessary or reasonably requested by Acquiror for consummation of the Merger and any all other transactions contemplated by the Merger Agreement): Business Combination Agreement and (Aiv) in any other circumstances upon which a consent or other approval is required under the organizational documents of the Company or otherwise sought with respect to the Business Combination Agreement or the transactions contemplated thereby, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Covered Securities held at such time in favor thereof; and c. vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Covered Securities against (i) any Company Acquisition Proposal or any other business combination agreement, merger, consolidation, business combination, sale of substantial assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, (Dother than the Business Combination Agreement and the transactions contemplated thereby) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or and (Eii) any other action that is intended, or could would reasonably be expected to, to (x) impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Business Combination Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. (a) At all times commencing Shareholder hereby agrees with the execution and delivery of this Agreement and continuing until OpenVision that, prior to the Expiration Date, at every any meeting of the Company Stockholders shareholders of VERITAS, however called, and at every adjournment, postponement or recess thereof, and on every in any written action or approval by written consent of the Company Stockholdersshareholders of VERITAS, unless otherwise directed in each case to the extent any of the transactionswriting by OpenVision, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or Shareholder shall cause the holder of record on any applicable record date to, vote the Subject SharesVERITAS Securities: (i) against in favor of the Merger, the execution and delivery by VERITAS of the Plan of Reorganization and the adoption and approval of any proposal made the terms thereof and in opposition to, or in competition with, consummation favor of each of the Offer, the Merger or any other transactions actions contemplated by the Merger Agreement; andPlan of Reorganization and any action required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of VERITAS in the Plan of Reorganization; and (iii) against the following actions (other than those actions that relate to the Offer, the Merger and any other the transactions contemplated by the Merger AgreementPlan of Reorganization): (A) any merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of the Company combination involving VERITAS or any subsidiary of VERITAS with any party other than OpenVision or its Subsidiaries, affiliates that would prevent or preclude the Merger with OpenVision; (B) any sale, lease or transfer of more than any significant part of the assets of the Company VERITAS or any subsidiary of VERITAS to any party other than OpenVision or its Subsidiaries, affiliates (except in the ordinary course of business); (C) any reorganization, recapitalization, dissolution, dissolution or liquidation of VERITAS or winding up any subsidiary of VERITAS; (D) any change in a majority of the Company or board of directors of VERITAS; (E) any amendment to the VERITAS Articles of its Subsidiaries, Incorporation; (DF) any material change in the capitalization of the Company VERITAS or any of its Subsidiaries, or the VERITAS's corporate structure of the Company or any of its Subsidiaries, structure; or (EG) any other action that which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Plan of Reorganization Agreement or this Voting Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until . Prior to the Expiration Date, Shareholder shall not enter into any agreement or understanding with any person to vote or give instructions in the event that a meeting any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumpreceding sentence.

Voting Agreement. (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the stockholders of the Company Stockholders calledcalled with respect to any of the following, and at every adjournment, adjournment or postponement or recess thereof, and on every action or approval by written consent of the stockholders of the Company Stockholders, in each case with respect to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be consideredfollowing, Stockholder (shall Vote or cause to be Voted, the Subject Shares in Stockholder’s capacity as a holder favor of Company Securities) shallapproval of the Merger Agreement and the terms thereof, the Merger and each of the other transactions contemplated thereby and any other action requested by Parent in furtherance thereof. Furthermore, Stockholder shall not enter into any agreement, arrangement or understanding with any Person to Vote or give instructions inconsistent with this Section 1.1(a), and shall not take any other action that would, or shall cause the holder of record on any applicable record date would reasonably be expected to, vote the Subject Shares: in any manner (i) compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or (ii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. (b) In addition to the foregoing, at any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which their Vote, consent or other approval is sought, Stockholder shall Vote (or cause to be Voted) all of the Subject Shares against (i) the approval of any Alternative Transaction or the approval of any agreement relating to any Alternative Transaction or (ii) any amendment of the Company’s articles of incorporation or bylaws or any other action, agreement, proposal made in opposition or transaction involving the Company or any of its Subsidiaries which amendment or other action, agreement, proposal or transaction would, or would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in competition the Merger Agreement or of Stockholder contained in this Agreement or would, or would reasonably be expected to, in any manner compete with, consummation of interfere with, impede, frustrate, prevent, burden, delay or nullify the OfferMerger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement; and (ii) . Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. For purposes of this Agreement, “Vote” shall mean voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 78.320(2) of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (ANRS) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any taking other action that is intended, in favor of or could reasonably against any action; “Voting” and “Voted” shall have correlative meanings. Any such Vote shall be expected to, impede, interfere with, delay, postpone, discourage cast or adversely affect the Offer, the Merger or any other transaction expressly contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will consent shall be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat given for purposes of establishing this Section 1 in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorumquorum is present and for purposes of recording in accordance herewith the results of such Vote or consent.

Voting Agreement. The Stockholder, by this Agreement, ---------------- does hereby constitute and appoint Purchasers, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as its true and lawful attorney and proxy for and in its name, place and stead, to vote all of the Shares and any other shares of Common Stock beneficially owned at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Company Purchase Agreement, the Company Voting Matters (as defined in the Company Purchase Agreement) and the other transactions contemplated thereby and (y) against (a) At all times commencing with any Takeover Proposal (as defined in the execution and delivery Company Purchase Agreement), (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of under the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses Purchase Agreement and (a)(ic) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Company Purchase Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a substantial amount of the assets of the Company or any one of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; (Diii) (A) any material change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of its Subsidiariesthe Certificate of Incorporation and Bylaws of the Company, or as amended through the date hereof; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offertransactions contemplated by this Agreement, the Merger or Stockholder Purchase Agreement and the Company Purchase Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement. The Stockholder hereby revokes all and any other transaction expressly contemplated by proxies with respect to the Merger AgreementShares that it may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Purchasers granted hereby. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders is held at which any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum.

Voting Agreement. The Stockholder, by this Agreement, ---------------- does hereby constitute and appoint Purchasers, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and xxxxx, to vote all the Shares Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the stockholders of the Company (and this appointment will include the right to sign his name (as stockholder) to any consent, certificate or other document relating to the Company that laws of the State of Delaware may require or permit) (x) in favor of approval and adoption of the Company Purchase Agreement, the Company Voting Matters (as defined in the Company Purchase Agreement) and the other transactions contemplated thereby and (y) against (a) At all times commencing with any Takeover Proposal (as defined in the execution and delivery Company Purchase Agreement), (b) any action or agreement that would result in a breach in any respect of this Agreement and continuing until the Expiration Dateany covenant, at every meeting agreement, representation or warranty of the Company Stockholders called, and at every adjournment, postponement or recess thereof, and on every action or approval by written consent of under the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses Purchase Agreement and (a)(ic) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares: (i) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Company Purchase Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of combination involving the Company or any of its Subsidiaries, subsidiaries; (Bii) any a sale, lease or transfer of any significant part a substantial amount of the assets of the Company or any one of its Subsidiariessubsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, ; (Diii) (A) any material change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of its Subsidiariesthe Certificate of Incorporation or Bylaws of the Company, or as amended through the date hereof; (C) any other material change in the Company's corporate structure of the Company or any of its Subsidiaries, business; or (ED) any other action that that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction expressly transactions contemplated by the Merger Agreement. (b) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting of the Company Stockholders Purchase Agreement. This proxy and power of attorney is held at a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement. The Stockholder hereby revokes all and any other proxies with respect to the Shares that he may have heretofore made or granted and agrees that no other writing or instrument shall be required in order to grant the proxy and rights to Purchasers granted hereby. For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall use his reasonable best efforts to cause any record owner of such Shares including, without limitation, TSP with respect to the transactionsTSP Shares, actions or proposals contemplated by clauses (a)(i) through (iii) above are or will be considered, Stockholder shall, or shall cause to grant to Purchasers a proxy to the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Subject Shares to be counted same effect as present thereat for purposes of establishing a quorumthat contained herein.

Voting Agreement. Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date: (a) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every any meeting of the Company Stockholders stockholders of Corixa, however called, and at every adjournment, postponement or recess thereof, and on every action or approval Stockholder shall cause all outstanding shares of Corixa Common Stock that are Owned by written consent Stockholder as of the Company Stockholders, in each case to the extent any of the transactions, actions or proposals contemplated by clauses (a)(i) through (iii) below are or will be considered, Stockholder (in Stockholder’s capacity as a holder of Company Securities) shall, or shall cause the holder of record on any applicable record date to, vote the Subject Sharesfixed for such meeting to be voted: (i) against approval of any proposal made in opposition to, or in competition with, consummation favor of the Offer, issuance of the shares of Corixa Common Stock in the Merger or any and in favor of each of the other transactions actions contemplated by the Merger Agreement; and (ii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any the other transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation, consolidation or other business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, combination involving Corixa; (B) any sale, lease or transfer of any significant part a material amount of the assets of Corixa (other than in the Company or any ordinary course of its Subsidiaries, business); (C) any reorganization, recapitalization, dissolution, dissolution or liquidation of any of Corixa; (D) any removal of or winding up change in a majority of the Company or board of directors of Corixa; (E) any amendment to Corixa's certificate of its Subsidiaries, incorporation; (DF) any material change in the capitalization of the Company Corixa or any of its Subsidiaries, or the Corixa's corporate structure of the Company or any of its Subsidiaries, or structure; and (EG) any other action that is inconsistent with the Merger or that is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or adversely affect the Offer, Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement; (b) in the event written consents are solicited or otherwise sought from stockholders of Corixa with respect to the issuance of the shares of Corixa Common Stock in the Merger or with respect to any of the other transaction expressly actions contemplated by the Merger Agreement., Stockholder shall cause to be executed, with respect to all outstanding shares of Corixa Common Stock that are Owned by Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action; and (bc) At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in the event that a meeting written consents are solicited or otherwise sought from stockholders of the Company Stockholders is held at which Corixa with respect to any of the transactions, actions or proposals contemplated by matters referred to in clauses "(a)(iA)" through "(G)" of clause "(ii)" of paragraph " (a) through (iii) above are or will be consideredof this Section 3.1, Stockholder shall, or shall cause to be executed, with respect to all outstanding shares of Corixa Common Stock that are Owned by Stockholder as of the holder of record on any applicable record date tofixed for the consent to the proposed action, appear at a written consent or written consents against such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorumproposed action.