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. (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. 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 ▇▇▇▇▇, 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, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 Shareholder hereby agrees with the execution Parent and delivery of this Agreement and continuing until the Expiration Date---------------- Acquisition that, at every any meeting of the Company Stockholders Company's shareholders, 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 StockholdersCompany's shareholders, in each case to Shareholder shall vote the extent any Shareholder Shares Beneficially Owned by Shareholder as of the transactionsdate of such meeting or written consent, actions whether heretofore owned or proposals contemplated by clauses (a)(i) through (iii) below are or will be consideredhereafter acquired, 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 approval of the Merger Agreement (including the agreements referred to therein) and any proposal made actions required in opposition to, or in competition with, consummation furtherance of the Offer, the Merger or any other transactions contemplated by the Merger AgreementAgreement (or any such other agreement); and (ii) against any action or agreement that would result in a breach in any respect of any representation, warranty, agreement or covenant or any other obligation or agreement of the following actions (other than those actions that relate to the Offer, Company under the Merger Agreement (including the agreements referred to therein); and any other transactions contemplated (iii) except as otherwise agreed to in writing in advance by the Merger Agreement): Parent, against: (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its SubsidiariesThird Party Acquisition (as defined below), (B) any sale, lease or transfer of any significant part change in a majority of the assets individuals who, as of the date hereof, constitute the Board of Directors of the Company or any of its Subsidiaries, (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and any Third Party (as defined below), (D) a sale, lease, transfer or disposition of any assets of the Company's business outside the ordinary course of business, or any assets which are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its SubsidiariesCompany, (DE) any material change in the present capitalization of the Company or any amendment of its Subsidiariesthe Company's Articles of Incorporation or Bylaws, or (F) any other material change in the Company's corporate structure of the Company or any of affecting its Subsidiariesbusiness, or (EG) any other action that which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the Offer, the Merger or any of the other transaction expressly transactions contemplated by the Merger Agreement. Agreement (b) At all times commencing with including the execution and delivery of this Agreement and continuing until the Expiration Dateagreements referred to therein), in the event that a meeting of the Company Stockholders is held at which or any of the transactions, actions or proposals transactions contemplated by clauses (a)(i) through (iii) above are this Agreement. Shareholder shall not enter into any agreement or will understanding with any person the effect of which would be considered, Stockholder shall, inconsistent or shall cause violative 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 quorumprovisions and agreements contained herein.

Voting Agreement. (a) At all times commencing with the execution and delivery of For so long as this Agreement and continuing until the Expiration Dateis in effect, at every meeting of the Company Stockholders called, and at every adjournment, postponement each Stockholder hereby agrees to appear in person 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) shallproxy, or shall cause the holder of record on any applicable record date to(the "Record Holder") to appear in person or by proxy, for the purpose of obtaining a quorum at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise at which matters relating to the Merger, the Merger Agreement or any transaction contemplated by the Merger Agreement are considered and to vote (or cause a Record Holder to vote) all of the Subject Class A Shares, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, at which matters relating to the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement are considered and which such Stockholder has the right to so vote: (i) against approval of any proposal made in opposition to, or in competition with, consummation favor of the OfferMerger Agreement, the Merger or and any other transactions contemplated by the Merger Agreement; andactions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the following actions (other than those actions that relate Company under the Merger Agreement or which would result in any of the conditions to the Offer, Merger set forth in the Merger and any other transactions contemplated by the Merger Agreement): Agreement not being fulfilled; and (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 Subsidiariessubsidiaries other than the Merger, (B) any sale, lease a sale or transfer of any significant part a material amount of the assets of the Company or any of its Subsidiaries, subsidiaries or (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 toexpected, to impede, interfere with, delay, postpone, discourage postpone or adversely affect the Offer, Merger and 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 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 (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. 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 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 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. 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. Each Shareholder 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 Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Shareholder shall vote (aor cause to be voted) At all times commencing with the Shares held of record or Beneficially Owned by such Shareholder, whether issued, heretofore owned or hereafter acquired, (i) 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 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 AgreementAgreement and this Agreement 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 Merger 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 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 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 Company Subsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Company 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, or the Company's Articles of (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 Company Subsidiaries which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage or materially 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 . Such Shareholder shall not enter into any agreement or understanding with any Person or entity the execution and delivery effect of this Agreement and continuing until the Expiration Date, in the event that a meeting 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 3.

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. 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 stea▇, ▇▇ 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. (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. 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. 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. 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 stea▇, ▇▇ 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. 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 ▇▇▇▇▇, 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. 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. (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. 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. (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 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 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. (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. 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. (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 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. (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. 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 the Company concerning proposals related to the Merger, Merger Agreement, any Acquisition 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 Acquisition Proposal, without regard to the terms of such Acquisition 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; (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; and (e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (clauses (a) through (e) 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 Per Share Price, changes the form of the Per Share Price 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(b) of the Company Disclosure Letter thereto, imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Per Share Price to the Company’s stockholders or (iii) extends the Termination Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date (each such amendment, an “Adverse Amendment”). (bf) 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. 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.

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 the Company concerning proposals related to the Merger, Merger Agreement, any Acquisition 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 Acquisition Proposal, without regard to the terms of such Acquisition 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; (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; and (e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger (clauses (a) through (e) 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 Per Share Price, changes the form of the Per Share Price 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(b) of the Company Disclosure Letter thereto, imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Per Share Price to the Company’s stockholders or (iii) extends the Termination Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date (each such amendment, an “Adverse Amendment”). (bf) 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. 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. 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. 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 the Company concerning proposals related to the Merger, Merger Agreement, any Acquisition 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 Acquisition Proposal, without regard to the terms of such Acquisition 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 decreases the Per Share Price, changes the form of the consideration to be paid to holders of Company Common Stock, or otherwise adversely affects, the consideration payable to the holders of Company Common Stock, other than as contemplated by the Merger Agreement (as it exists on the date of this Agreement) including Section 7.1(b) of the Company Disclosure Letter thereto, imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Per Share Price to the Company’s stockholders or extends the Termination Date beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination 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.