Common use of Voting Agreement Clause in Contracts

Voting Agreement. The Shareholder agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. The Shareholder agrees to procure that all 4.1 From and after the date hereof through and including the first anniversary of the Shares date hereof (but in any event only so long as the Standstill Period is continuing), the LBHI Parties shall vote (including, through the execution of one or more written consents, if applicable) all common equity securities of EQR with respect to which it Beneficially Owns are the LBHI Parties have the power to vote (including the ERPOP Equity Consideration), in accordance with the recommendations of the board of trustees of EQR with respect to any action, proposal or other matter to be voted on by the respective common equity holders of EQR; provided that, so long as necessary each of the LBHI Parties is and has at all times been in compliance with the provisions of Article 3 of this Agreement (other than any unintentional noncompliance that was cured as promptly as practicable upon the applicable LBHI Parties becoming aware of such noncompliance), the LBHI Parties may vote their common equity securities of EQR in their sole discretion with respect to ensure that at each general meeting at which an election Extraordinary Transactions if and to the extent submitted to a vote of directors is heldEQR’s common equity holders. 4.2 Following the first anniversary of the date hereof and continuing until the termination of the Standstill Period, the LBHI Parties shall vote (including, through the execution of one or more written consents, if applicable) all common equity securities of EQR held by the LBHI Parties (including the ERPOP Equity Consideration): (i) in accordance with the number recommendation of Exxaro Directors set forth in Section 9(b)(iithe board of trustees of EQR with respect to (A) is elected any election of trustees, (B) compensation matters and matters relating to equity or other incentive plans (including the directors nominated by adoption of any new plan or the Shareholder become Exxaro Directorsamendment of any existing plan, including to increase the amount of equity or other compensation issuable thereunder), and (iiC) any amendment to EQR’s declaration of trust to increase the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreementauthorized capital stock, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignationon all shareholder proposals, removal or death of a director elected pursuant to Section 4.4 in one of the Cristal Shareholders Agreement shall be filled pursuant to following two manners, at the provisions of Section 4.4 election of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate LBHI Parties (x) proportionally in accordance with the obligations votes of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit other shareholders of EQR or (y) in reliance on Cristal’s reciprocal undertaking to accordance with the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) recommendation of the Exchange Actboard of trustees of EQR, and (iii) on all other matters, in the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary sole and absolute discretion of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)LBHI Parties.

Voting Agreement. The Shareholder agrees to procure that all 2.1 Board of Directors of the Shares which it Beneficially Owns are voted Company. (a) The Company's --------------------------------- Board of Directors shall, as necessary to ensure that at each general meeting at which an election of directors is heldthe effectiveness of this Agreement, consist of six directors. So long as the GE Partnership shall be the beneficial owner of (i) any Notes or (ii) any Shares, Share Equivalents, Interest Shares or Common Stock issued upon conversion of the number Notes or the Purchased Shares or exercise of Exxaro the Consideration Warrants in excess of 20 percent of the Capital Stock on a fully converted basis, the Company will not increase the size of the Board of Directors set forth of the Company without the consent of the general partner of the GE Partnership. The Company will not increase the size of the Board of Directors of the Company without New Investor Approval; provided, however, that if at least -------- ------- 50% of the Notes outstanding on the date hereof are converted into Common Stock and no Notes remain outstanding, such New Investor Approval shall not be required to increase the size of the Board of Directors of the Company. (1) (A) So long as the GE Partnership has not sold or otherwise disposed of more than 50% of the maximum amount of shares of Fully Diluted Common Stock held by it at any given time, or it continues to hold in Section 9(b)(iiexcess of 20% of the total outstanding shares of Fully Diluted Common Stock, each Stockholder agrees to vote all shares of Capital Stock as to which it has voting rights for the election of two directors designated by the GE Partnership; and (B) is elected so long as the GE Partnership has sold or otherwise disposed of more than 50% of the maximum amount of shares of Fully Diluted Common Stock held by it at any given time, and it continues to hold 1 share of Capital Stock but less than 20% of the total outstanding shares of Fully Diluted Common Stock, each Stockholder agrees to vote all shares of Capital Stock as to which it has voting rights for the election of one director designated by the GE Partnership. (2) (A) So long as GLDP and GDLP II have not sold or otherwise disposed of more than 75% of the maximum amount of shares of Fully Diluted Common Stock held by them in the aggregate at any given time, or they continue to hold in the aggregate 12% or more of the total outstanding shares of Fully Diluted Common Stock, each Stockholder agrees to vote all shares of Stock as to which it has voting rights for the election of three directors collectively designated by GDLP and GLDP II; (B) so long as GDLP and GDLP II have sold or otherwise disposed of more than 75% of the maximum amount of shares of Fully Diluted Common Stock held by them in the aggregate at any given time, and they continue to hold in the aggregate less than 12% but 8% or more of the total outstanding shares of Fully Diluted Common Stock, each Stockholder agrees to vote all shares of Capital Stock as to which it has voting rights for the election of two directors collectively designated by GDLP and GDLP II; and (C) so long as GDLP and GDLP II in the aggregate have sold or otherwise disposed of more than 75% of the maximum amount of shares of Fully Diluted Common Stock held by them in the aggregate at any given time, and continue to hold 1 share of Capital Stock but less than 8% of the total outstanding shares of Fully Diluted Common Stock, each Stockholder agrees to vote all shares of Capital Stock as to which it has voting rights for the election of one director collectively designated by GDLP and GDLP II. (c) So long as the New Investors shall hold any shares of Series A Preferred Stock or Share Equivalents, each Stockholder agrees to vote all shares of Capital Stock as to which it has voting rights for the election of one director designated by First Union Capital Partners, Inc. ("FUCP") as long as FUCP and its Affiliates hold at least 50% of the Share Equivalents acquired by FUCP at the Closing, and otherwise by a majority of New Investors holding over 50% of the Share Equivalents acquired by the New Investors at the Closing; and (d) The Company and each of the Stockholders shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote or cause the vote of the Capital Stock owned by such Stockholder or by any affiliate of such Stockholder, either in person or by proxy, to be cast in accordance with the provisions of this Article 2. (e) The officers of the Company will be selected by a decision of the Board of Directors of the Company, provided however that the directors nominated designated by the Shareholder become Exxaro GE Partnership may remove any such officer for Cause. (f) Each Stockholder as a shareholder of the Company further agrees to vote all the Capital Stock with respect to which it has voting rights, and to cause all persons designated by it to vote, in favor of removal from the Board of Directors, upon written notice by the GE Partnership, GDLP and GDLP II or the New Investors, of the person or persons designated to the Board of Directors by such Person giving notice or removal, and to elect to the unexpired term of each director so removed another person designated by such Person. Each Stockholder further agrees to cooperate fully with the GE Partnership, GDLP or the New Investors in connection with the voting of its shares of Capital Stock, the execution of written consents, the calling of meetings and other stockholder matters. (g) If any director is unable to serve, or once having commenced to serve, is removed or withdraws from the Board of Directors of the Company, the replacement of such director on the Board of Directors of the Company will be elected in accordance with the procedures described in (b), (c), (d) and (f) above. (h) The Company hereby agrees that the Company will pay the (i) reasonable expenses of the Directors and Observers (as defined below) and (ii) reasonable fees to Directors designated by GE Partnership, GDLP and GDLP II or the number New Investors that are not employees of “Shareholder Nominees” the GE Partnership, GDLP and GDLP II, the New Investors or the Company or any of their Affiliates. (as i) Each Stockholder agrees not to and not to permit any Affiliate to grant any proxy or enter into or be bound by any voting trust with respect to its Capital Stock, or enter into any stockholder arrangements of any kind with any person with respect to its Capital Stock, in any such term is defined case in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) a manner that is inconsistent with the provisions of this Agreement. (j) The obligations of the GE Partnership set forth in this Section 4.4 2.1 shall be null and void and of no further effect in the event that either (x) all three of Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx cease to control, directly or indirectly, the general partner of GDLP and GDLP II or (y) all three of Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx, collectively, cease to own, without any pledge of or lien thereon, directly or indirectly, at least 50% of their beneficial economic interest in GDLP and GDLP II, as applicable, held on June 25, 1996. (k) Each holder of Series A Preferred Stock with an original purchase price aggregating $10 million or more shall be entitled to designate an observer (an "Observer") to attend meetings of the Cristal Shareholders Agreement are elected Board of Directors and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)committees thereof.

Voting Agreement. The Shareholder (a) From and after the Closing Date (as defined in the Purchase Agreement), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares which it Beneficially Owns are voted as Company (whether now or hereafter acquired) owned by such Stockholder, and take all other appropriate action, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro directors on the Board of Directors set forth in Section 9(b)(iiof the Company (the "Board") is elected and the directors nominated by the Shareholder become Exxaro Directors, and to be established at nine; (ii) the number election to the Board of: a) three directors designated by the holders of “Shareholder Nominees” a majority of the Common Stock then held by all WCAS Purchasers (the "WCAS Designees") so long as such term is defined the WCAS Purchasers own (in the separate Shareholders Agreementaggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Thomas E. McInexxxx, Xxxxxxx X. xx Xxxxxx xxx Xxxolxx X. Xxxxxx; x) xxx directors designated by the holders of a majority of the Common Stock then held by all Blackstone Purchasers (the "Blackstone Designees") so long as the Blackstone Purchasers own (in the aggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Mark T. Gallogly and Lawrence X. Xxxxxx; xxx x) the Chief Executive Officer and the Chief Operation Officer of the Company (initially Michael J. Small and Rudy J. Graf, rxxxxxxxxxxx); xxl of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any director elected in accordance with subpart a) or b) of clause (ii) above upon the written request of the Stockholders that designated such director; (iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be entered into a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholders that designated such individual (or, in the case of a director specified in subpart c) of clause (ii) above, an individual meeting such qualifications); and (v) their respective designees to the Board of Directors of the Company to elect Thomas E. McInerney (or such oxxxx xxxxxx xx xxx be designated by the WCAS Purchasers) as Chairman of the Board of Directors. (b) The two directors not designated pursuant to clause (ii) of paragraph (a) above shall be directors (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”"Outside Directors") that is set forth in Section 4.4 of shall be elected by the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors stockholders of the Company. The Shareholder also agrees to procure In any such election, the Stockholders shall vote their shares only for persons that all (x) are not employees or officers of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 the Company or any of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and its subsidiaries or (ii) the Stockholders or their respective stockholders, members or partners and (y) otherwise qualify as "independent directors" under the rules applicable to Nasdaq National Market companies as in effect on the date hereof and satisfy any vacancies created other requirements under applicable law or the rules of any exchange or quotation system on which the Common Stock is then listed or traded. (c) Each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such Director's consent to the creation and maintenance of: (i) a Compensation Committee of the Board consisting of three directors, two of whom shall be WCAS Designees, if any then exist, and the third of whom shall be a Blackstone Designee, if any then exist, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation of officers of the Company, all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (ii) an Audit Committee of the Board of Directors, consisting of three directors, one of whom shall be a WCAS Designee, if any then exist, one of whom shall be a Blackstone Designee, if any then exist, and one of whom shall be an Outside Director, which Audit Committee shall review and approve the financial statements of the Company as audited by the resignationCompany's independent certified public accountants, removal and shall have such other duties and responsibilities as the Board of Directors may from time to time deter- mine; and (iii) such other committees as the Board shall from time to time deem appropriate, consisting of at least two directors, at least one of whom shall be a WCAS Designee, if any then exist, and at least one of whom shall be a Blackstone Designee, if any then exist, which committees shall have such duties and responsibilities as the Board may from time to time determine. To the extent there are no WCAS Designees or death of a director elected pursuant Blackstone Designees, the committee seats allocated to Section 4.4 of the Cristal Shareholders Agreement them above shall be filled pursuant as the Board shall determine. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to Common Stock held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to Common Stock held by it, which conflicts or is inconsistent in any manner with the provisions of Section 4.4 of the Cristal Shareholders this Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. The Shareholder agrees (a) From and after the date of this ---------------- Agreement and until the provisions of this Section 2 cease to procure that be effective, each holder of Shares shall promptly vote all of his Shares and shall promptly take all other necessary or desirable actions within his control (whether in his capacity as a stockholder or officer of the Shares which it Beneficially Owns are voted as Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company and Apex LDC shall promptly take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within their control (including, without limitation, calling special board and stockholder meetings), so that: (i) the number Board shall initially be comprised of Exxaro Directors set forth in Section 9(b)(iifour (4) is elected and directors; provided, however, that the directors nominated Board shall be increased (A) by one (1) -------- ------- director if Litani exercises its right to designate the Shareholder become Exxaro Directors, and Litani Representative (as defined below) and/or (B) by one (1) director if the Board unanimously agrees to select an independent director; (ii) Consolidated shall have the number right in any election of “Shareholder Nominees” directors to the Board to select two (2) representatives to the Board (the "Consolidated Representatives"); the initial Consolidated Representatives ---------------------------- are Xxxxxx and Xxxxx Xxxx Xxxxx; (iii) Litani shall have the right in any election of directors to the Board to select one (1) representative to the Board (the "Litani ------ Representative"); as of the date hereof, Litani has not exercised its right -------------- to designate the Litani Representative; (iv) Silver Holdings shall have the right in any election of directors to the Board to select two (2) representatives to the Board (the "Silver Holdings Representatives"); the initial Silver Holdings ------------------------------- Representatives are Xxxxxxx Elsztain and Xxxx Xxxxx; (v) the removal from the Board (with or without cause) of any representative designated hereunder by a Holder Group shall be at the written request of such term is defined Holder Group, but only upon such written request and under no other circumstances; (vi) in the separate Shareholders Agreement, event that any representative designated hereunder for any reason ceases to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 serve as a member of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Board during his term of office, the Company. The Shareholder also agrees to procure that all of resulting vacancy on the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement Board shall be filled by a representative designated by the same Holder Group that designated the member that will no longer serve on the Board; and (vii) any amendment to the Memorandum and Articles of Association which the Company or any of its Subsidiaries is obligated to make pursuant to any Relevant Agreement and any other corporate action which the provisions Company or any of Section 4.4 its Subsidiaries is obligated to take pursuant to any Relevant Agreement which requires stockholder approval shall be approved. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Cristal Shareholders Agreement. Board and any committee thereof. (c) The Shareholder agrees to execute any written consents required to effectuate the obligations provisions of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 2 shall terminate and cease to have effect upon the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes consummation of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Public Offering.

Voting Agreement. The Shareholder agrees to procure that all 4.1 From and after the date hereof through and including the first anniversary of the Shares date hereof (but in any event only so long as the Standstill Period is continuing), the LBHI Parties shall vote (including, through the execution of one or more written consents, if applicable) all common equity securities of AVB with respect to which it Beneficially Owns are voted as necessary the LBHI Parties have the power to ensure that at each general meeting at which an election vote (including the AVB Equity Consideration), in accordance with the recommendations of the board of directors of AVB with respect to any action, proposal or other matter to be voted on by the respective common equity holders of AVB; provided that, so long as each of the LBHI Parties is heldand has at all times been in compliance with the provisions of Article 3 of this Agreement (other than any unintentional noncompliance that was cured as promptly as practicable upon the applicable LBHI Parties becoming aware of such noncompliance), the LBHI Parties may vote their common equity securities of AVB in their sole discretion with respect to Extraordinary Transactions if and to the extent submitted to a vote of AVB common equity holders. 4.2 Following the first anniversary of the date hereof and continuing until the termination of the Standstill Period, the LBHI Parties shall vote (including, through the execution of one or more written consents, if applicable) all common equity securities of AVB held by the LBHI Parties (including the AVB Equity Consideration): (i) in accordance with the number recommendation of Exxaro Directors set forth in Section 9(b)(iithe board of directors of AVB with respect to (A) is elected any election of directors, (B) compensation matters and matters relating to equity or other incentive plans (including the directors nominated by adoption of any new plan or the Shareholder become Exxaro Directorsamendment of any existing plan, including to increase the amount of equity or other compensation issuable thereunder), and (iiC) any amendment to AVB’s articles of incorporation to increase the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreementauthorized capital stock, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignationon all shareholder proposals, removal or death of a director elected pursuant to Section 4.4 in one of the Cristal Shareholders Agreement shall be filled pursuant to following two manners, at the provisions of Section 4.4 election of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate LBHI Parties (x) proportionally in accordance with the obligations votes of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit other shareholders of AVB or (y) in reliance on Cristal’s reciprocal undertaking to accordance with the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) recommendation of the Exchange Actboard of directors of AVB, and (iii) on all other matters, in the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary sole and absolute discretion of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)LBHI Parties.

Voting Agreement. The Shareholder Each Stockholder hereby agrees that, if at any time he or she is entitled to procure that vote on any matter submitted to the stockholders of PR, he or she shall vote all of the Shares which he or she is entitled to vote (or execute proxies or written consents, as the case may be) and take all other necessary action to cause any Shares he or she is entitled to vote to be voted in the manner directed by the Majority Stockholder (as defined below). Each Stockholder hereby agrees that it Beneficially Owns are voted will not vote any Shares (or execute proxies or written consents, as necessary the case may be) except as directed by the Majority Stockholder pursuant to ensure that the preceding sentence. As used in this Agreement, "Majority Stockholder" means, at each general meeting at which an election of directors any time, with respect to any matter, whichever Stockholder is heldentitled to vote the most Shares (without giving effect to this Agreement) on such matter. Notwithstanding anything contained elsewhere herein to the contrary, (i) neither this Agreement nor the number proxies granted pursuant to the next section apply to any matter covered by the Voting Agreement dated as of Exxaro Directors set forth in Section 9(b)(ii) is elected November 14, 2000 between Verizon Wireless, Inc., Xxxxxx Xxxxx and Xxx Xxxxxxxx and the directors nominated Voting Agreement dated as of March 30, 2001 between Verizon Wireless, Inc., Xxxx Xxxxx and Xxxx Xxxxx, by Xxxxxx Xxxxx as guardian of their property, and Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their property (collectively, the Shareholder become Exxaro Directors, "Verizon Voting Agreements") and (ii) at any time when the Majority Stockholder is Xxxxxx Xxxxx and the shares of PR common stock owned by Xxxxxx Xxxxx or a family member of Xxxxxx Xxxxx that he has the authority to vote (including the Shares subject to this Agreement) exceed 19.9% of the outstanding shares of PR common stock, then at all such times but only at such times (x) a number of “Shareholder Nominees” (as Shares of Xxxx Xxxxx equal to 25% of such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed excess shall not be construed subject to give any beneficiary Sections 1.01 or 1.02 of the Cristal Shareholders this Agreement any consent and (y) a number of Shares of Xxxx Xxxxx equal to 25% of such excess shall not be subject to Sections 1.01 or third-party rights under 1.02 of this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Agreement.

Voting Agreement. The Shareholder So long as EFC Inc., Edelman, or Xxxxx, collectively or separately, own more than 20% of the outstanding Units of Membership Interest in the Company, the Members agree to vote all Units held by them in favor of the election as Managers of: (a) two persons designated by Edelman (or his Representative, if applicable); (b) two persons designated by SMH; and (c) Xxxxxx Xxxxxxx, or in the event of his resignation or removal in accordance with the terms of this Agreement, such other person as is jointly designated by SMH and Edelman (or his Representative, if applicable) in writing, such agreement not to be unreasonably withheld by either of them. (c) Except for the foregoing amendments, the EFA LLC Agreement shall remain in full force and effect. 8. Each of SMHG, Edelman, and Xxxxx agrees to procure contribute (a “Required Contribution”) to EFA cash in an amount equal to its or his pro rata portion (based on its or his Units of interest in EFA) of the net cost of operating EFA, to the extent of cash distributions by EFC LLC to (a) SMHG (in the case of SMHG), (b) EFC Inc (in the case of Edelman) or (c) Xxxxx (in the case of Xxxxx). (For example, if EFA requires $100,000 to fund its operations at any time, Edelman’s pro rata portion of such cost would be $22,000, and if $30,000 would otherwise be distributable by EFC LLC to EFC Inc, Edelman’s Required Contribution would be $22,000.) If the cost of operating EFA exceeds the amount of distributions from EFC LLC to its members, each of SMHG, Edelman, and Xxxxx shall have the right, but not the obligation, to contribute its or his pro rata portion of such cost. 9. If at any time Edelman, Moore, or SMHG (the “Seller”) desires (or is required) to sell or otherwise transfer (a “Proposed Transfer”) any Units in EFC LLC and/or EFA (the “Offered Units”) in any manner to any person (the “Buyer”) other than in a Permitted Transfer (as hereinafter defined), the Seller shall first give a Transfer Notice to the other members of EFC LLC and/or EFA, as the case may be (the “Other Members”). At any time within the 15-day period immediately following receipt of the Transfer Notice, the other members of EFC LLC Xx. Xxxxxxx X. Edelman As of January 1, 2009 and/or EFA (the “Purchasing Members”) may elect by written notice (the “Purchase Notice”) to the Seller, to acquire all or any portion of the Offered Units at the same price per Unit and on the same terms and conditions as involved in such Proposed Transfer. The Purchasing Member shall effect the purchase of the Offered Units, including payment of the purchase price, not more than 10 days after delivery of the Purchase Notice, and at such time the books and records of EFC LLC and/or EFA shall be marked to reflect the transfer of the Offered Units to such Purchasing Member. In the event that the Purchasing Member does not elect to purchase all of the Shares which it Beneficially Owns are voted as necessary Offered Units, then, subject to ensure paragraph 10 of this Agreement, the Seller may sell to Buyer the Offered Units not purchased by Purchasing Member (but not at a lower price or upon more favorable terms than the price and terms offered to the Purchasing Member) within a 60-day period beginning from the date the Transfer Notice is provided to the Purchasing Member, provided that at the end of such 60-day period, the Offered Units, if not sooner sold to the Buyer, shall again be subject to the restrictions of this Agreement. 10. If a Seller delivers a Transfer Notice pursuant to paragraph 9 and the Other Members do not exercise their rights of first refusal to purchase the Offered Units pursuant to paragraph 9, then the Seller must request that the Buyer offer to purchase all of the Units of the Other Members in EFC LLC and/or EFA on the same terms and conditions as are applicable to the proposed transfer of the Units owned by the Seller. In the event the Buyer does not wish to purchase all of the Units in EFC LLC and/or EFA, then the Other Members shall have a right of co-sale with respect to the proposed transfer, as further set forth in this paragraph 10 (the “Right of Co-Sale”). (a) the Other Members shall have a Right of Co-Sale with respect to the Units proposed to be transferred by a Seller, exercisable within the 15-day period immediately following receipt of the Transfer Notice by the Other Members (the “Co-Sale Period”). The Right of Co-Sale shall entitle each general meeting Other Member to sell a portion of the Units in EFC LLC or EFA held by it or him to the Buyer at which an the price per unit set forth in the Transfer Notice by delivering to Seller notice of such election within the Co-Sale Period. The Right of directors is held, Co-Sale shall entitle each Other Member to include in the proposed transfer all or any part of its or his Units in EFC LLC and/or EFA equal to the product obtained by multiplying (i) the aggregate number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated Units of EFC LLC or EFA owned by the Shareholder become Exxaro Directors, and Other Member immediately prior to the Proposed Transfer by (ii) a fraction, the numerator of which is the number of “Shareholder Nominees” Units of EFC LLC or EFA subject to the Proposed Transfer, and the denominator of which is the total number of Units in EFC LLC or EFA owned by all members immediately prior to the Proposed Transfer. (as such term is defined b) The number of Units to be sold in the separate Shareholders proposed transfer by the Seller shall be reduced by the aggregate number of Units purchased by the Buyer from the Other Members pursuant to the acceptance by the Other Members of a Right of Co-Sale in accordance with the provisions of this paragraph. (c) In the event of a sale or other transfer subject to this paragraph, Seller shall notify the proposed transferee that the sale or other transfer is subject to this paragraph and shall ensure that no sale or transfer is consummated without Seller complying with this paragraph. Xx. Xxxxxxx X. Edelman As of January 1, 2009 (d) For purposes of this Agreement, a “Permitted Transfer” means any transfer of Units in EFC LLC or EFA by SMHG, Edelman, or Xxxxx to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of a corporation, limited liability company, partnership, or other entity controlled by SMHG, Edelman, or Xxxxx, as the Cristal Shareholders Agreement case may be removed from office except as provided in the Cristal Shareholders Agreement; and be, (ii) any vacancies created spouse or issue of the grandparents of Edelman or Xxxxx, as the case may be, or any trust or other estate planning vehicle at least a majority of the beneficial interests of which are held by such persons, (iii) another member of EFC LLC or EFA, or (iv) EFC LLC or EFA; provided that in each case such disposition complies with the terms of this paragraph and each transferee agrees in writing at the time of such disposition to be bound by the resignation, removal or death terms of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant this paragraph to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed same extent as if he, she, or it were an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-original party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Agreement.

Voting Agreement. The Shareholder agrees (a) Subject to procure that all Section 5.11(c), until the earlier of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number TFMC’s beneficial ownership of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, TEN Securities decreases below 10% and (ii) the number occurrence of “Shareholder Nominees” a TEN Change of Control, at any TEN general or special meeting at which any of the following matters are submitted to a vote of holders of TEN Securities: (A) the election of any directors to the TEN Board, (B) the removal of any directors from the TEN Board, (C) compensation of any member of the TEN Board or any executive officer of TEN, (D) remunerations policies, (E) the appointment of any third party auditor of TEN, (F) statutory accounts, (G) annual discharge of the members of the TEN Board, or (H) authorization delegated to the TEN Board with respect to any right of TEN to repurchase TEN Securities, issue additional TEN Securities or to exclude any preemptive rights granted in respect of any TEN Securities, TFMC shall vote, or cause to be voted, all TEN Securities beneficially owned by TFMC: (x) as recommended by the TEN Board with respect to each such term is defined matter or (y) in the separate Shareholders Agreementsame proportion that the TEN Securities not beneficially owned by TFMC are voted for or against, or abstains with respect to each such matter. (b) Until the earlier of (i) TFMC’s beneficial ownership of TEN Securities decreases below 10% and (ii) the occurrence of a TEN Change of Control, at any TEN general or special meeting, TFMC shall be entered into (the “Cristal Shareholders Agreement”)present, between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure person or by proxy so that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement TEN Securities beneficially owned by TFMC may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, counted for the purposes of sections 13(d) or 13(g) determining the presence of the Exchange Act, share capital at such meeting. (c) Until the Beneficial Owner earliest of (i) the date on which TFMC no longer has beneficial ownership of any Shares TEN Securities, (ii) the occurrence of a TEN Change of Control and (iii) the termination of that certain Relationship Agreement (the “Relationship Agreement”) entered into as of the date hereof, by and among TEN, TFMC and Bpifrance Participations SA (“BPI”), (A) at any TEN general or special meeting at which the election of any director that has been proposed by BPI pursuant to Section 2.01 of the Relationship Agreement is submitted to a vote of holders of TEN Securities, TFMC shall vote, or cause to be voted, all TEN Securities held by TFMC in favor of the election of each such director and (B) at any TEN general or special meeting, TFMC shall be present, in person or by proxy so that all of the TEN Securities beneficially owned by TFMC may be Beneficially Owned by Cristal or that counted for the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect purposes of this Section 9(d), this Deed shall not be construed to give any beneficiary determining the presence of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)share capital at such meeting.

Voting Agreement. The Shareholder From and after the Closing Date (as defined in the Contribution Agreement), at each annual or special stockholders' meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder, severally and not jointly, agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares Company (whether now or hereafter acquired) owned by such Stockholder, and the Company shall take all necessary and desirable actions within its control, in order to cause (unless otherwise agreed by the WCAS Stockholders, KKR Fund and the Management Contributors then employed by the Company, except in the case of the provisos in clauses (b)(i) and (b)(ii), which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election can be waived or modified by agreement of the WCAS Stockholders and KKR Fund): (a) the authorized number of directors is held, on the Board of Directors of the Company (the "Board") to be established at ten; (b) the election to the Board of: (i) four directors designated by KKR Fund (each, a "KKR Designee"); provided, however, that the number of Exxaro Directors set forth in KKR Designees shall be reduced (x) by one to the extent that KKR Fund sells or transfers (other than Permitted Transfers pursuant to Section 9(b)(ii3) is elected at least one-fourth (but less than one-half) of its original number of shares of Common Stock, (y) by two to the extent that KKR Fund sells or transfers (other than Permitted Transfers pursuant to Section 3) at least one-half (but less than three-quarters) of its original number of shares of Common Stock and (z) by three to the directors nominated by the Shareholder become Exxaro Directors, and extent that KKR Fund sells or transfers (other than Permitted Transfers pursuant to Section 3) at least three-fourths of its original number of shares of Common Stock; (ii) three directors designated by the WCAS Stockholders (each, a "WCAS Designee"), it being understood that the WCAS Designee shall be selected by the holders of record of a majority of the Common Stock then held by the WCAS Stockholders; provided, however, that the number of “Shareholder Nominees” WCAS Designees shall be reduced (as such term is defined x) by one to the extent that the WCAS Stockholders sell or transfer (other than Permitted Transfers pursuant to Section 3) in the separate Shareholders Agreementaggregate at least one-third (but less than two-thirds) of their original number of shares of Common Stock and (y) by two to the extent that the WCAS Stockholders sell or transfer (other than Permitted Transfers pursuant to Section 3) at least two-thirds of their original number of shares of Common Stock; (iii) two directors designated by the Management Contributors who are, to be entered into at the time, full-time employees of the Company (the “Cristal Shareholders Agreement”each, a "Management Designee"), between it being understood that the Management Designee shall be selected by the holders of record of a majority of the Common Stock then held by the Management Contributors who are, at the time, full-time employees of the Company and treating, for this purpose, shares of Common Stock held of record by (A) Page D. Jxxxxxx xx if they were held of record by Charxxx X. Xxxxxxx xxx (B) P IV Limited Partnership and P V Limited Partnership as if they were held of record by Stepxxx X. Xxxxxxx; xxd (iv) one independent director, who shall be an attorney having expertise in regulatory matters affecting the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created designated by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).other directors;

Voting Agreement. The Shareholder agrees (a) So long as the aggregate Beneficial Ownership of Ordinary Shares of the Xxxxxx Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to procure that 5% of the then issued and outstanding Ordinary Shares, each of the Xxxxxx Shareholders shall cause all of the Shares Voting Securities owned by it or any of its Controlled Affiliates or over which it Beneficially Owns are or any of its Controlled Affiliates has voting control to be voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number in favor of Exxaro Directors set forth in Section 9(b)(ii) is elected all those persons nominated and the recommended to serve as directors nominated of New Mylan by the Shareholder become Exxaro Directors, Board of Directors or any applicable committee thereof and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreementwith respect to any other action, proposal or matter to be entered into voted on by the shareholders of New Mylan (the “Cristal Shareholders Agreement”including through action by written consent), between in accordance with the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 recommendation of the Cristal Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, the Xxxxxx Shareholders Agreement are elected and such Shareholder Nominees become directors their respective Controlled Affiliates shall be free to vote at their discretion in connection with any proposal submitted for a vote of the Companyshareholders of New Mylan in respect of (A) the issuance of Equity Securities in connection with any merger, consolidation or business combination of New Mylan, (B) any merger, consolidation or business combination of New Mylan or (C) the sale of all or substantially all the assets of New Mylan, except where such proposal has not been approved or recommended by the Board of Directors, in which event the preceding sentence shall apply. (b) So long as the aggregate Beneficial Ownership of Ordinary Shares of the Xxxxxx Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to 5% of the then issued and outstanding Ordinary Shares, with respect to any matter that each Xxxxxx Shareholder is required to vote on in accordance with Section 4.1(a), each Xxxxxx Shareholder shall cause each Voting Security owned by it or over which it has voting control to be voted by completing the proxy forms distributed by New Mylan and not by any other means. The Each Xxxxxx Shareholder also shall deliver the completed proxy form to New Mylan no later than five (5) Business Days prior to the date of such general meeting of New Mylan. Upon the written request of New Mylan, each of the Xxxxxx Shareholders hereby agrees to procure that all of the Shares which it Beneficially Owns are voted take such further action or execute such other instruments as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required reasonably necessary to effectuate the obligations intent of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 174.1(b).

Voting Agreement. (a) Voting Agreement Regarding Composition of Board. The Shareholder agrees to procure that all Company and each of the Shares which it Beneficially Owns are voted holders of shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series P Preferred Stock agree that so long as the voting agreement set forth in this Section remains in effect, each of them shall take all action necessary from time to ensure that time (including, without limitation, the voting of securities of the Company, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the waiving of notice and attendance at each general meeting at which an election meetings ) to maintain the membership of directors is held, the Board as follows: (i) The Chief Executive Officer of the number Company shall serve as a director of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and Company; (ii) the number As long as Chase Capital Partners or its designees continues to own at least 785,000 shares of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between capital stock of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (togethertreating preferred stock as if fully converted to Common Stock, “Cristal”) that is set forth in Section 4.4 of Chase Capital Partners or its designees shall have the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors right to designate one person to serve as a director of the Company. The Shareholder also agrees ; (iii) As long as American Healthcare Fund II, L.P. continues to procure that all own shares of the Shares which it Beneficially Owns are voted as necessary Company equal to ensure that (i) no director elected pursuant to Section 4.4 at least 50% of the Cristal Shareholders Agreement may be removed from office except shares held by it on the date of this Agreement, treating preferred stock as provided in if fully converted to Common Stock, it shall have the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of right to designate one person to serve as a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled Company; (iv) As long as either Mattxxx Xxxxxxxxx ("Mackxxxxx") xr Robexx Xxxxxxx ("Xhepxxx") xontinue to own shares of the Company equal to at least 50% of the shares held by Mackxxxxx xx Shepxxx xx the date of this Agreement, treating preferred stock as if fully converted to Common Stock, Mackxxxxx xxx Shepxxx xxxll each have the right to designate one person to serve as a director of the Company; and (v) If PerkinElmer or its designee exercises its option pursuant to the provisions of Section 4.4 Investment Agreement and purchases additional shares from the Company to hold 19.9% of the Cristal Shareholders Agreement. Company's outstanding capital stock, on a fully diluted basis, and continues to hold such shares, PerkinElmer or its designee shall have the right, but not the obligation, to designate one person to serve as a director of the Company. (vi) The Shareholder agrees to execute any written consents required to effectuate remaining directors shall be designated by the obligations unanimous consent of the directors designated under clauses (i), (ii), (iii), (iv) and (v), if applicable, of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 173(a).

Voting Agreement. (a) The Shareholder agrees to procure IFC Parties agree that all from and after the date hereof until the earlier of (1) the Merger Time, (2) termination of the Shares Itaú/CorpBanca Transaction Agreement or (3) January 29, 2016, at one or more properly constituted extraordinary meetings of the Company shareholders, for which it Beneficially Owns are voted as necessary the IFC Parties have received notice and the agenda in the manner and time periods set forth in the Existing IFC Agreements (or in connection with a written consent of the holders of Company common stock in lieu thereof), the IFC Parties will attend the meeting (or cause duly empowered representatives to ensure that at each general meeting at which an election attend the meeting) in person or by proxy and vote (or cause duly empowered representatives to vote) in person or by proxy their shares of directors is heldCompany common stock in favor of the CB Transactions; provided that, if both (i) an alternative proposal for a merger, stock purchase, reorganization or other similar extraordinary transaction to the number of Exxaro Directors set forth in Section 9(b)(ii) CB Transactions is elected and presented to CorpBanca shareholders at such extraordinary shareholder meeting that the directors nominated by the Shareholder become Exxaro Directors, IFC Parties determine is more favorable and (ii) the number IFC Parties determine, after consultation with their legal advisors, that the failure to vote in favor of “Shareholder Nominees” such alternative proposal would not be in compliance with the IFC Parties’ policies, legal obligations, fiduciary duties or other similar requirements, then the IFC Parties will attend the meeting (as or cause duly empowered representatives to attend the meeting) in person or by proxy, but may vote (or cause duly empowered representatives to vote) in person or by proxy their shares of Company common stock in favor of such term is defined alternative proposal. (b) If the Chilean Merger has not occurred by January 29, 2016, the IFC Parties may terminate the voting agreement provided in this Section 5.07 by written notice to the separate Shareholders AgreementItaú Parties and Corp Group Parties to that effect. If the Chilean Merger has not occurred by January 29, 2016 and the parties to be entered into (the Itaú/CorpBanca Transaction Agreement agree to extend the “Cristal Shareholders Agreement”)Termination Date” as defined thereunder, between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. IFC Parties will act reasonably and The National Titanium Dioxide Company Limited (together, “Cristal”) that is consider providing an extension of the voting agreement provided in this Section 5.07 for a reasonable additional period of time. Except as expressly set forth herein, the voting agreement provided for in this Section 4.4 of 5.07 is irrevocable and may not be terminated. (c) The IFC Parties may also terminate the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as voting agreement provided in this Section 5.07 if the Cristal Shareholders Agreement; and (ii) any vacancies created by Itaú/CorpBanca Transaction Agreement or the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Itaú Corp Group Shareholders Agreement shall be filled pursuant have been amended prior to the provisions of Section 4.4 Merger Time without the written consent of the Cristal Shareholders Agreement. The Shareholder agrees IFC Parties (with the IFC Parties agreeing to execute any written consents required act reasonably in determining whether or not to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17grant such consent).

Voting Agreement. The Shareholder agrees (a) From and after the Closing (as defined in the Merger Agreement) and until the provisions of this paragraph 1 cease to procure that be effective, each holder of Shares shall vote all of such holder's Shares and any other voting securities of the Shares Company over which it Beneficially Owns are voted such holder has voting control and shall take all other necessary or desirable actions within such holder's control (whether in such holder's capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (i) subject to paragraph l(c) below, the authorized number of Exxaro Directors set forth in Section 9(b)(iidirectors on the Board shall be established at seven (7) is elected and the directors nominated by the Shareholder become Exxaro Directors, and directors; (ii) the number of “Shareholder Nominees” following persons shall be elected to the Board: (A) one (1) representative designated by La Rue; provided that La Rue shall initially serve as such term is defined in representative; (B) one (1) representative designated by Bay Alarm; provided that Xxxxx X. Xxxxxxxx shall initially serve as the separate Shareholders Agreement, to be entered into representative designated by Bay Alarm; (C) one (1) representative designated by the Xxxxx Holders (the “Cristal Shareholders Agreement”"Xxxxx Director"); provided that Xxxxx X. Xxxxxxxx shall initially serve as the Xxxxx Director; (D) one (1) representative designated by the SCP Holders (the "SCP Director"); provided that Xxxxxx X. Plum shall initially serve as the SCP Director; (E) one (1) representative designated by the Safeguard Holders (the "Safeguard Director"); provided that Xxxxx X. Xxxxxxx shall initially serve as the Safeguard Director; (F) one representative designated by TL Ventures III, L.P. for so long as it holds any Shares (the "TL Director" and collectively with the Xxxxx Director, the SCP Director and the Safeguard Director, the "Investor Directors"); provided that initially Xxxx X. XxXxxx shall serve as the TL Director; and (G) the Company's chief executive officer; (iii) the removal from the Board (without cause) of any representative designated hereunder shall be solely upon the written request of the persons entitled to designate such representative pursuant to subparagraph 1(a)(ii), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. but only upon such written request and The National Titanium Dioxide Company Limited (together, “Cristal”) under no other circumstances; provided that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no if any director elected pursuant to Section 4.4 subparagraph 1(a)(ii)(G) above ceases to be chief executive officer of the Cristal Shareholders Agreement Company and its Subsidiaries, such director shall be removed as a director promptly after such director ceases to be the Company's chief executive officer and shall be replaced by such director's successor (if any); and provided further that any director may be removed from office except as provided for cause in accordance with applicable law; (iv) in the Cristal Shareholders Agreement; and (ii) event that any vacancies created by the resignation, removal or death of representative designated hereunder ceases to serve as a director elected pursuant to Section 4.4 member of the Cristal Shareholders Agreement Board during such representative's term of office, the resulting vacancy on the Board shall be filled by a representative designated by persons entitled to designate such representative pursuant to subparagraph 1(a)(ii); (v) if any party fails to designate a representative to fill a directorship pursuant to the provisions terms of Section 4.4 this paragraph 1, the individual previously holding such directorship shall be elected to such position, or if such individual fails or declines to serve, the election of an individual to such directorship shall be accomplished in accordance with the Company's Articles of Incorporation and bylaws and applicable law; provided that the holders of Shares shall vote to remove such individual if the party or parties which failed to designate such directorship so directs and shall elect any individual designated by such party or parties; (vi) except as required by applicable law or any rule or regulation of any governmental entity, the composition of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate board of directors of each of the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(dCompany's Subsidiaries (a "Sub Board") shall be construed the same as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) composition of the Exchange ActBoard as it exists from time to time; and (vii) the Board shall hold at least one meeting during each fiscal quarter. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board or a Sub Board and any committees thereof. So long as any Investor Director or representative designated by La Rue or Bay Alarm serves on the Board or a Sub Board, the Beneficial Owner Company's Articles of Incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. (c) The rights of an Existing Shareholder under this paragraph 1 shall terminate at such time as such Existing Shareholder and such Existing Shareholder's Permitted Transferees shall hold less than 50% of the Shares held by such Existing Shareholder immediately following the Closing. In such event, at the written request of a majority of the Investor Directors, each holder of Shares shall vote all of his, her or its Shares which are voting shares and any Shares that may be Beneficially Owned other voting securities of the Company over which such holder has voting control and shall take all other necessary or desirable action within his, her or its control to remove the director designated by Cristal or that such Existing Shareholder from the Shareholder has formed a Section 13(dBoard and any Sub Board at the time specified in such written request and to reduce the number of directors on the Board by one representative. (d) Group with Cristal. Save in respect The provisions of this Section 9(d), this Deed paragraph 1 shall not terminate automatically and shall be construed to give any beneficiary of no further force and effect upon the consummation of a Qualified Public Offering or a Sale of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Company.

Voting Agreement. The Shareholder agrees (a) For so long as the Stockholders, directly or indirectly, on an aggregate basis, continue to procure that all hold forty percent (40%) of the Shares which it Beneficially Owns are voted as necessary issued and outstanding Common Stock entitled to ensure that at each general meeting at which an vote in the election of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also , each Stockholder agrees that such Stockholder will vote, or cause to procure that be voted, all voting securities of the Shares Company over which it Beneficially Owns are voted such Stockholder has the power, directly or indirectly, to vote or direct the voting, and will take all other necessary or desirable action within such Stockholder’s control (whether in such Stockholder’s capacity as a Stockholder, officer, director, member of a committee of the board of directors of the Company (the “Board”) or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will take all necessary and desirable actions within its control, to cause the authorized number of directors of the Company to be established at seven, or such greater number as is necessary to ensure that designate the individuals specified in Sections 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) and also comply with applicable stock exchange listing rules and applicable law (with such additional directors being designated pursuant to the last sentence of this Section 2(a)), unless otherwise agreed by the Majority WCAS Holders, and to elect or cause to be elected to the Board, and cause to be continued in office, the following individuals: (i) three representatives designated by the Majority WCAS Holders (each, a “WCAS Director”), who shall initially be Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxx; (ii) one representative designated by the Majority XX XX Holders, who shall initially be Xxxxxxx Xxxxxx (the “XX XX Director”); and (iii) one representative designated by the Majority Common Holders (a “Common Director”), who shall be (a) Xxxx Xxxxxxxx or (b) if Xxxx Xxxxxxxx is no director longer willing to serve, such other person designated by such holders; provided that the Majority Common Holders shall have the right to designate such Director so long as Xxxx Xxxxxxxx and his Affiliates own, in the aggregate, at least 12% of the outstanding shares of Common Stock. If at any time the Majority Common Holders do not have the right to designate such Director, the Majority WCAS Holders shall have the right to designate such Director. The parties hereto agree that the remaining Directors shall be independent Directors designated by the nominating committee of the Board. (b) Any Director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may 2(a)(i) - (iii) above shall be removed from office except the Board or any committee of the Board (with or without cause) at the written request of the holders or other Person that has the right to designate such Director under Section 2(a), but only upon such written request and under no other circumstances. Each Stockholder agrees to vote, or cause to be voted, or provide a written consent with respect to, all voting securities of the Company over which such Stockholder has the power, directly or indirectly, to vote or direct the voting, and shall take all such other actions as provided in shall be necessary or desirable, to cause the Cristal Shareholders Agreement; and (ii) any vacancies created removal of such Director as requested by the resignation, removal or death of a director elected Person who has the right to remove such Director. (c) If any Director designated pursuant to Section 4.4 2(a) above for any reason ceases to serve as a member of the Cristal Shareholders Agreement Board during such Director’s term of office, the resulting vacancy on the Board shall be filled pursuant filled, subject to the provisions conditions of Section 4.4 2(a) above, by a Director designated by the Majority WCAS Holders, the Majority XX XX Holders or the Majority Common Holders, as applicable, with the right to appoint such director in accordance with Section 2(a). Each Stockholder agrees to vote promptly, or cause to be voted promptly, or provide promptly a written consent with respect to, all voting securities of the Cristal Shareholders Agreement. The Shareholder Company over which such Stockholder has the power, directly or indirectly, to vote or direct the voting, and promptly shall take all such other actions as shall be necessary or desirable to cause the designated successor to be elected, to fill such vacancy as requested by the Person who has the right to remove such Director. (d) So long as the XX XX Holders and the WCAS Holders, on an aggregate basis, continue to hold 40% of the issued and outstanding Common Stock, each Stockholder agrees to execute any written consents required cast all votes to effectuate the obligations of this Section 9(d). The Shareholder which such holder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking entitled to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder isvote, for the purposes of sections 13(d) directly or 13(g) of the Exchange Actindirectly, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d)the shares of Common Stock, this Deed shall not be construed to give whether at any beneficiary annual or special meeting, including by attending meetings in person or by proxy for purposes of obtaining a quorum, by written consent, or otherwise, in the same proportion as the shares of Common Stock held by the WCAS Holders are voted by the WCAS Holders for or against any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its Subsidiaries, and in the case of any proposed tender offer for the securities of the Cristal Shareholders Agreement any consent Company to tender or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (withhold his, her or its shares in addition to the consent required same proportion as are tendered and/or withheld by Section 17)the WCAS Holders.

Voting Agreement. The Shareholder agrees to procure that all Each of the Shares Shareholders shall, and shall ---------------- cause its officers, directors, shareholders, agents, trustees or employees to, execute all documents and take all actions necessary or desirable, including the voting of shares beneficially owned by it or with respect to which it Beneficially Owns are voted has the right to vote: (a) to, during such time as necessary the HDA Shareholders collectively hold at least one-fourth of the Common Stock held (the "Material Holding Period") by them, after giving effect to ensure the Contemplated Transactions provide for the election to the Board of two (2) nominees (the "HDA Directors") designated by the Shareholders' Agent which nominees initially shall be Xxxxxx Xxx and Xxx Xxxxx, and in the event of any resignation, removal of, or inability to serve as a director by, any such nominee, or other vacancy in the position of a director so designated to provide for such vacancy to be filled by a successor nominee designated by the Shareholders' Agent; (b) to, if the Voting Committee shall decide that at each general meeting at it is in the best interests of the Company to increase the size of the Board other than in connection with an acquisition, merger or other strategic transaction in connection with which one or more persons will be added to the Board, and the Material Holding Period is continuing, vote the Common Stock owned by it to provide for the election to the Board of an election additional number of directors is heldnominees designated by the Shareholders' Agent equal to, (i) when added to the number of Exxaro Directors nominees already elected to the Board in accordance with Section 2.2(a), 22 percent of the members of the Board who are representatives of the Shareholders, each of which members of the Board shall be replaced as set forth above in Section 9(b)(ii2.2(a); (c) is elected to, so long as the Peak Shareholders and the directors nominated HDA Shareholders own or control in the aggregate no less than 40 percent of the outstanding and issued Common Stock, support, ratify, endorse, or oppose all matters relating to the Company and which are submitted to the Shareholders for a vote as supported, ratified, endorsed or opposed by the Shareholder become Exxaro Directors, and (ii) the number Voting Committee by a vote of “Shareholder Nominees” (as such term is defined its members in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in accordance with Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)2.1.

Voting Agreement. The Shareholder (a) For so long as either Xxxxx X. Xxxxxxxx or Xxxx X. Xxxxx remains an employee of the Company or ModeX Therapeutics, each of the Holders set forth on Schedule B attached hereto (each such Holder, a “Voting Holder”) agrees to procure that vote, or cause to be voted, all of such Voting Holder’s Covered Securities entitled to vote at any regular or special meeting of stockholders of the Shares which it Beneficially Owns are voted as necessary Company (or by written consent), if submitted for a stockholder vote by the Board of Directors, in favor of such Board Nominee’s election to ensure that at the Board of Directors. (b) To secure each general meeting at which an election Voting Holder’s obligations to vote his, her or its shares of directors is heldCovered Securities in accordance with this Section 4, (i) each Voting Holder hereby appoints the number Chairman of Exxaro the Board of Directors and the Chief Executive Officer of the Company, or either of them (if not the same person) from time to time, or their respective designees, as such Voting Holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Voting Holder’s Covered Securities in favor of the matters set forth in Section 9(b)(ii4(a) is elected and the directors nominated by the Shareholder become Exxaro Directorsto execute all appropriate instruments consistent with this Agreement on behalf of such Voting Holder if, and (ii) the number of “Shareholder Nominees” (as only if, such term is defined in the separate Shareholders AgreementVoting Holder fails to vote, or cause to be entered into voted, all of such Voting Holder’s Covered Securities or execute such other instruments in accordance with the provisions of this Section 4 within [five (the “Cristal Shareholders Agreement”5), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors ] days of the Company’s written request for such Voting Holder’s vote, written consent or signature. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected proxy and power granted by each Voting Holder pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal4 are coupled with an interest and are given to secure the performance of such Voting Holder’s prior written consent (in addition to obligations under this Section 4. Each such proxy and power will be irrevocable during the consent required by Section 17)Lock-Up Term. The proxy and power, so long as any Voting Holder is an individual, will survive the death, incompetency and disability of such Voting Holder and, so long as any Voting Holder is a Person, other than an individual, will survive the merger or reorganization of such Voting Holder.

Voting Agreement. The Shareholder agrees to procure that all For the Standstill Period, each of the Shares which it Beneficially Owns are Sponsor, the Founder Holders, each IVP Equityholder, each Xxxxxxx Equityholder, the Francisco Partners Equityholders and the Temasek Equityholder, severally and not jointly, agree with PubCo to cause all Equity Securities such Person has the right to vote as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted as necessary at any meeting of stockholders or at any adjournments or postponements thereof, and to ensure consent in connection with any action by written consent in lieu of a meeting in favor of each director nominated in accordance with Section 3.1(a), Section 3.1(b), Section 3.1(c), Section 3.1(d) and Section 3.1(e), and recommended by the Board for election at any such meeting or through any such written consent. The Sponsor, the Founder Holders, each IVP Equityholder, each Xxxxxxx Equityholder the Francisco Partners Equityholders and the Temasek Equityholder, severally and not jointly, agree with PubCo not to take action to remove any director (other than a director nominated by such person) from office unless such removal is for cause or if the applicable Party nominating such director is no longer entitled to nominate such director pursuant to Section 3.1. Standstill. (a) Each IVP Equityholder, each Xxxxxxx Equityholder, each BluJay Equityholder, the Founder Holders and the Sponsor (each a, “Standstill Party”), severally and not jointly, agree with PubCo that, from the Effective Date until, and including, the date that at each general meeting at which an election is the later of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro DirectorsFebruary 4, 2022 and (ii) the number date on which PubCo’s 2022 annual meeting of stockholders at which directors are elected occurs (or any postponement or adjournment thereof) (such period, the “Standstill Period”), such Standstill Party shall not, directly or indirectly: (i) make, engage in, or in any way, participate in any “solicitation” of “Shareholder Nomineesproxies” (as such term is defined terms are used in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 Regulation 14 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Equity Securities of PubCo or any of its Subsidiaries in favor of the Company. The Shareholder also agrees election of any person as a director who is not nominated pursuant to procure this Agreement or by the Board (or its nominating committee) or in opposition of any individual nominated or designated for appointment or election to the Board by PubCo pursuant to this Agreement (including any “withhold,” “vote no” or similar campaign even if conducted as an exempt solicitation) or otherwise in opposition of any IVP Director, Sponsor Director, FP Director or Temasek Director (including by “solicitation” of “proxies” in favor of any opposing nominee of any such individual); (ii) nominate any person as a director who is not nominated pursuant to this Agreement or by the Board (or its nominating committee) (other than by making a non-public proposal or request to the Board or its nominating committee in a manner which would not require the Board or PubCo to make any public disclosure); (iii) take any action in support of or make any proposal or request that all of the Shares which it Beneficially Owns are voted as necessary to ensure that constitutes: (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided a change in the Cristal Shareholders number or term of directors or to fill any vacancies on the Board (other than in accordance with this Agreement; and ) or (ii) a change to the composition of the Board, other than by making a non-public proposal or request to the Board (or its nominating committee) in a manner which would not require the Board or PubCo to make any vacancies created public disclosure; (iv) enter into a voting trust, voting agreement or similar voting arrangement with respect to any Equity Securities of PubCo, or subject any Equity Securities of PubCo to any voting trust, voting agreement or similar voting arrangement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and similar other accounts), in each case other than (A) this Agreement, (B) solely with Affiliates or Permitted Transferees of the Standstill Party or (C) granting proxies in solicitations approved by the resignationBoard; (v) form, removal join or death of in any way participate in a director elected pursuant to “group” (as defined in Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g13(d)(3) of the Exchange Act), or knowingly advise, assist or encourage, or enter into any agreement with, any other Person, in connection with any action contemplated by this Section 3.3(a); or (vi) make any public disclosure inconsistent with this Section 3.3(a), or take any action that would reasonably be expected to require PubCo to make any public disclosure with respect to the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that matters set forth in this Section 3.3(a). (b) Notwithstanding the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect foregoing provisions of this Section 9(d3.3, the foregoing provisions of Section 3.3(a) shall not, and are not intended to: (i) prohibit any Party or its Affiliates from privately communicating with, including making any offer or proposal to, the Board (in a manner which would not require the Board or PubCo to make any public disclosure); (ii) restrict in any manner how a Party or its Affiliates vote their Common Stock or other Common Stock, except as provided in Section 3.2 or otherwise as set forth in this Deed Agreement; (iii) restrict the manner in which any IVP Director, Sponsor Director, FP Director or Temasek Director may (A) vote on any matter submitted to the Board or the stockholders of PubCo, (B) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board, provided the foregoing shall not be construed to give limit an Equityholder’s, the Sponsor’s or the Founder Holders’ obligations hereunder; or (iv) restrict the Sponsor, any beneficiary Founder Holder or any Equityholder or any of the Cristal Shareholders Agreement their respective Permitted Transferees from selling or transferring any consent or third-party rights under of their Common Stock in accordance with this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Agreement.

Voting Agreement. The Shareholder agrees Each party hereto agrees: (a) to procure that all cause the Board of Directors to consist of nine directors until a Remedy Event (as defined in the Company's Certificate of Designation) occurs and thereafter to consist of the Shares which it Beneficially Owns are voted number of directors contemplated by such Certificate of Designation; and (b) to vote all shares of the Company's capital stock owned by such party, as necessary the case may be, (i) to ensure refrain from violating the rights of the Investors as set forth in the Purchase Agreement, the Investor Agreements, the Material Agreements (each as defined in the Purchase Agreement) or the Warrants; (ii) to elect as directors one person nominated by the Weston Investors and one person nominated by the holders of the Series I Class A Preferred Stock (who shall be Xxxxxx Xxxxxxxxxxxx until such time as Xx. Xxxxxxxxxxxx is no longer willing or able to serve as a director); (iii) to elect as directors three persons nominated by the Chief Executive Officer of the Company; (iv) to elect as directors two persons (the "Joint Director Designees") jointly nominated by the Chief Executive Officer of the Company and EGL; provided, however, that at until such time as Healthmark and/or its affiliates hold less than 50% (on an as converted/exercised basis) of the Common Stock then outstanding, Xxxxxx Xxxxxx or such other Healthmark designee mutually acceptable to the Company and EGL shall be one of the two Joint Director Designees; (v) to cause the Company to maintain three member Audit and Compensation Committees of the Company's Board of Directors, each general meeting at which an consisting of one executive director, one nonexecutive director and one director who was either nominated by EGL or elected by the holders of the Class A Preferred Stock; and (vi) after a Remedy Event has occurred, to elect as additional directors of the Company such persons nominated by the Investors as is contemplated by the Certificate of Designation and to continue to vote for such persons (or any successors nominated by the Investors, as the case may be) as directors of the Company as is contemplated by the Certificate of Designation; provided, however, that the foregoing clause (b) shall not prevent any party -------- ------- from voting on any other matter that may properly be taken up by the stockholders of the Company, including the election of directors is held, (i) that are not the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations subject of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. (a) The Shareholder agrees rights and duties that are the subject of this Section 6 shall apply to procure that all only those shares of Employer’s capital stock held (whether director or indirectly or through one or more intermediaries) by the Executive or over which the Executive has beneficial ownership of control. This Section 6 shall not be applicable to any shares of the Shares Employer’s capital stock no longer held (whether directly or indirectly or through one or more intermediaries), beneficially owned or controlled by the Executive. Upon compliance with applicable securities laws, Executive shall be free and without restriction of any nature to sell Executive’s shares of Employer’s capital stock free and clear of this Section 6 during the six months following the date hereof. No bona fide purchaser (excluding any purchaser or transferee deemed to be “affiliate” of the Executive as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or to any purchaser or transferee in which it Beneficially Owns are voted as necessary Executive has any direct or indirect ownership interest) of any such shares of Employer’s capital stock be subject in any manner to ensure that at each general meeting at the restrictions, requirements or duties incumbent on Executive pursuant to the Section 6 during said six month period. (b) For a period beginning on the date hereof and ending on the earlier date of (i) six months from the date hereof or (ii) failure to pay within 21 days via wire transfer the invoiced consultancy fees, the Executive agrees, with respect to matters related to nominating directors to serve on the Board and electing Directors nominated by the Board before the Stockholders of the Company or any adjournment thereof, or pursuant to a requested written consent of holders of the Company’s capital stock, to vote, or cause to be voted, all shares of the Company’s capital stock held by the Executive or over which an the Executive has beneficial ownership or control in the nomination or election of directors as recommended by the Board. Executive hereto agrees to execute and deliver all such other and additional instruments and documents and so all such other acts and things as may be necessary to more fully effectuate the agreement set forth in this Section 6(b). (c) It is heldagreed and understood that monetary damages would not adequately compensate Employer for the breach of Section 6(b) by Executive, (i) that the number of Exxaro Directors agreement set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d6(b) shall be construed as specifically enforceable, and that any breach or threatened breach of Section 6(b) shall be the proper subject of a temporary or permanent injunction or restraining order. Further, Executive hereto waives any claim or defense that there is an admission that the Shareholder is, adequate remedy at law for the purposes of sections 13(d) such breach or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)threatened breach.

Voting Agreement. The Shareholder (a) From and after the Closing Date, at each annual or special stockholders meeting called for the election of directors, and whenever the shareholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder’s consent in respect of all shares of capital stock of the Shares which it Beneficially Owns are voted as Company (whether held now or hereafter acquired) owned of record or beneficially by such Stockholder, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro directors on the Board of Directors set forth of the Company (the “Board”) to be established at seven; (ii) the election to the Board of: (A) up to five directors designated by Bxxxxxx Capital II L.P. (“Bxxxxxx Capital”) (each, a “Bxxxxxx Designee”); provided that for each Outside Director (as defined herein) that shall be appointed pursuant to clause (B) below, the number of Bxxxxxx Designees shall be reduced by one; (B) up to four outside directors experienced in Section 9(b)(iior acquainted with businesses similar to that of the Company (“Outside_Directors”), which Outside Directors shall be designated by Bxxxxxx Capital and shall be satisfactory to the Founders; and (C) is up to two directors (the “Founders’ Designees”) designated by the Founders; all of which designees shall hold office, subject to their earlier removal in accordance with clause (iii) below, the Bylaws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the directors nominated removal from the Board (with or without cause) of any director upon the written request of the Stockholder(s) that designated such director, but only upon such written request; and (iv) upon any vacancy in the Board as a result of any director designated as provided in clause (ii) above ceasing to be a member of the Board, whether by resignation or otherwise, the election to the Board of an individual person designated by the Shareholder become Exxaro Stockholder(s) that designated such director. (b) Each Stockholder agrees to use its reasonable best efforts to cause its designees to the Board to vote or otherwise give such Directors’ consent to the creation and maintenance of: (i) a Compensation Committee of the Board consisting of three directors, at least two of whom shall be Bxxxxxx Designees (one of which Bxxxxxx Designees shall be the Chairman of the Compensation Committee), and the third of whom shall initially be a Founders’ Designee, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation of officers of the Company, all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company; and (ii) an Audit Committee of the Board of Directors, consisting of three directors, at least two of whom shall be Bxxxxxx Designees, and the third of whom shall initially be a Founder Designee, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants. (c) At each annual or special stockholders meeting called for the purpose of approving an issuance of “Securities” (as defined in the Securities Purchase Agreement) to the Bxxxxxx Investors (including, without limitation, the approval, pursuant to Section 1728(a)(2) of the Pennsylvania Business Corporation Law, of such an issuance that has been approved by directors of the Company designated by or otherwise affiliated with the Bxxxxxx Investors), and whenever the shareholders of the Company act by written consent with respect to such an issuance, each Stockholder agrees to vote or otherwise give such Stockholder’s consent in respect of all shares of capital stock of the Company (whether held now or hereafter acquired) owned of record or beneficially by such Stockholder to approve or disapprove such issuance consistent with the approval or disapproval (as applicable) thereof by the Board of Directors. (d) The Company shall promptly reimburse (i) all reasonable out-of-pocket expenses incurred by any director of the Company in attending each meeting of the Board or any committee thereof and (ii) travel relating to the number business of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between Company if specifically requested by the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. The Shareholder agrees to procure that (a) Each holder of Stockholder Shares shall vote all of such holder's Stockholder Shares and shall take all other necessary or desirable actions within such holder's control (whether in such holder's capacity as a stockholder, director or officer of the Shares which it Beneficially Owns are voted as Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) and the Company shall take all necessary to ensure that at each general meeting at which an election and desirable actions within its control (including, without limitation, calling special meetings of directors is held, the Board and stockholder meetings) so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(ii) is elected and directors on the directors nominated Board shall be established by the Shareholder become Exxaro Directorsholders of a majority of the Xxxx Shares (the "Xxxx Holders"), and which authorized number of directors shall initially be six; (ii) the following persons shall be elected to the Board: (A) any one person (if any) having a contractual right to be nominated to the Board (so long as such right remains in effect); (B) so long as Advent and its Permitted Transferees continue to hold at least 70% of the Advent Shares held by Advent as of the date hereof, one person designated by Advent Global; and (C) a number of “Shareholder Nominees” (as such term is defined in persons designated by the separate Shareholders Agreement, Xxxx Holders equal to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 remaining number of members of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become Board, which depending upon the number of directors that the Xxxx Holders elect to designate from time to time may, at their election, constitute a majority of the Board; (iii) at all times, the composition of the board of directors of each of the Company. The Shareholder also agrees to procure 's Subsidiaries, if any (each, a "Sub Board"), shall be the same as that all of the Shares which it Beneficially Owns are voted as necessary to ensure that Board, unless otherwise approved by the Xxxx Holders; (iiv) no director elected any committee or subcommittee of the Board or any Sub Board (including any compensation committee or compensation subcommittee) shall be created only upon the approval of the Xxxx Holders and a majority of the members of such committee shall consist of members of the Board or such Sub Board designated by the Xxxx Holders pursuant to Section 4.4 1(a)(ii)(C) above and any action taken by such committee or subcommittee shall not cause any conflict with any provision of this Agreement. (b) The removal from the Board (with or without cause) of any person designated under Section 1(a) above by the Xxxx Holders shall be at the written request of the Cristal Shareholders Agreement may be removed from office Xxxx Group and only upon such written request and under no other circumstances (except as provided in otherwise required by law). (c) The removal from the Cristal Shareholders Agreement; and (iiBoard without cause of any person designated under Section 1(a) any vacancies created above by the resignation, removal Advent Global shall be at the written request of Advent Global and only upon such written request and under no other circumstances (except as otherwise required by law). (d) In the event that any person designated under Section 1(a) above by the Xxxx Holders or death of Advent Global for any reason ceases to serve as a director elected pursuant to Section 4.4 member of the Cristal Shareholders Agreement Board during such person's term of office, the person who will fill the resulting vacancy on the Board shall be filled pursuant designated by the Xxxx Holders or Advent Global, respectively, and the Stockholders agree to vote their Common Stock in furtherance thereof. (e) If any party eligible to designate a member of the Board under Section 1(a) above fails to so designate, the individual previously holding such position shall be elected to such position, unless such individual has been removed as a member of the Board or fails or declines to serve. (f) So long as the Xxxx Holders have the right to designate members of the Board, Xxxx Capital VII Coinvestment Fund, L.P. shall have the right to designate one of the members of the Board designated by the Xxxx Holders. (g) The Company shall obtain and maintain a directors' and officers' insurance policy covering the directors and officers of the Company as the Board reasonably determines in good faith is appropriate giving regard to the provisions of Section 4.4 Company's capital structure and business operations. (h) In the event that any provision of the Cristal Shareholders Agreement. The Shareholder agrees to execute Company's bylaws or Certificate of Incorporation is inconsistent with any written consents required to effectuate the obligations provision of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act1, the Beneficial Owner of any Shares that Company and the Stockholders shall take such action as may be Beneficially Owned by Cristal necessary to amend any such provision in the Company's bylaws or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect Certificate of this Section 9(d), this Deed shall not be construed Incorporation to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)remedy such inconsistency.

Voting Agreement. The Shareholder Each Stockholder agrees to procure that until the termination of this Agreement in accordance with its terms, such Stockholder shall vote all of such Stockholder’s shares of Common Stock and any other voting Securities of the Shares Company over which it Beneficially Owns are voted such Stockholder has voting control and shall take all other actions reasonably necessary or desirable within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(iimembers on the board of directors of the Company (the “Board of Directors”) is elected and the directors nominated by the Shareholder become Exxaro Directors, and shall comprise seven (7) members; (ii) the number following Persons shall be elected to the Board of “Shareholder Nominees” Directors: (as such term is defined in the separate Shareholders Agreement, to be entered into A) two (2) representatives designated by Psilos (the “Cristal Shareholders AgreementPsilos Directors”), between who shall initially be [__________] and [__________], and after the date of this Agreement, such other Persons who are designated by Psilos as replacements from time to time pursuant to this clause (A), for so long as Psilos holds not less than 20% of the Outstanding Common Stock that it holds on the date hereof; (B) one (1) representative designated by Xxxxxxxx, who shall initially be [__________], and after the date of this Agreement, such other Persons who are designated by Xxxxxxxx from time to time as replacements pursuant to this clause (B), for so long as Xxxxxxxx holds not less than 20% of the Outstanding Common Stock that it holds on the date hereof; (C) one (1) representative designated by Essex, who shall initially be [__________], and after the date of this Agreement, such other Persons who are designated by Essex from time to time as replacements pursuant to this clause (C), for so long as Essex holds not less than 20% of the Outstanding Common Stock that it holds on the date hereof; (D) one (1) representative designated by Pappajohn, who shall initially be [__________], and after the date of this Agreement, such other Persons who are designated by Pappajohn from time to time as replacements pursuant to this clause (D), for so long as Pappajohn holds not less than 20% of the Outstanding Common Stock that it holds on the date hereof; (E) the Company’s Chief Executive Officer, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. who initially shall be [__________]; and (F) one (1) representative designated unanimously by the Persons described in clauses (A) through (E), who shall initially be o, and The National Titanium Dioxide Company Limited after the date of this Agreement, such other Persons who are designated unanimously by the Persons described in clauses (together, “Cristal”A) that is set forth in Section 4.4 through (E) as replacements from time to time pursuant to this clause (F). (iii) the removal (with or without cause) from the Board of Directors of any member thereof shall be only upon the Cristal Shareholders Agreement are elected and written request to the Board of Directors by the Person or Persons entitled to designate such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 1(a)(ii) above; (iv) in the event that any representative designated hereunder for any reason ceases to serve as a member of the Cristal Shareholders Agreement may Board of Directors during his or her term of office, the resulting vacancy on the Board of Directors shall be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created filled by a representative designated by the resignation, removal Person or death of a Persons entitled to designate such director elected pursuant to Section 4.4 1(a)(ii) above; and (v) if any party fails (but is otherwise entitled) to designate a representative to the Board of the Cristal Shareholders Agreement shall be filled Directors pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations terms of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 1, the election of a Person to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) Board of Directors shall be construed as an admission accomplished in accordance with the Organizational Documents and applicable law; provided that the Shareholder is, for parties shall take all necessary actions to remove such individual if the purposes of sections 13(dparty or parties which failed (and are otherwise entitled) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed to designate such a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)representative so directs.

Voting Agreement. The Shareholder (a) Each Stockholder covenants and agrees to procure that vote all of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, Equity Securities held by such Stockholder for (i) the number election to the Board of Exxaro Directors set forth all individuals nominated in accordance with Section 9(b)(ii) is elected 2.1 hereof and for the removal from the Board of all directors nominated by the Shareholder become Exxaro Directorsproposed to be removed in accordance with Section 2.1 hereof, and (ii) the number election to each committee of “Shareholder Nominees” the Board of an Eos Director nominated in accordance with Section 2.4 hereof, and in each case shall take all actions required on its behalf to give effect to the agreements set forth in this Article II. Each Stockholder shall use its respective commercially reasonable efforts to cause each director originally nominated by such Stockholder to vote for the election to the Board of all individuals nominated in accordance with Section 2.1(vi) hereof. (as such term is defined b) Pursuant to this Section 2.2, each Stockholder hereby approves and votes all of his, her or its Equity Securities in favor of the separate Shareholders Agreementelection to the Board of each of the initial Board designees named pursuant to Section 2.1(b) above. (c) Each Existing Stockholder and the Corporation hereby grants to Eos an irrevocable proxy, to be entered into coupled with an interest, and power of attorney authorizing Eos or any nominee of Eos (the “Cristal Shareholders AgreementEos Nominee”) to act as proxy of such Existing Stockholder and the Corporation, with full powers of substitution and resubstitution, and hereby authorizes the Eos Nominee to vote, give consents and in all other ways act in such Existing Stockholder’s or the Corporation’s place with respect to (including executing and delivering all documents deemed necessary and appropriate by the Eos Nominee) effectuating the consummation of any Equity Investment in connection with an MAE. The Stockholders hereby agree to indemnify, defend and hold the Eos Nominee harmless against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 relating to or arising from its exercise of the Cristal Shareholders Agreement are elected proxy and such Shareholder Nominees become directors power of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)attorney granted hereby.

Voting Agreement. a) The Shareholder agrees to procure that all Board of Directors of the Company (the “Board”) will be comprised of four (4) directors, who will be nominated as follows: (i) 1 director designated by Everon shall be nominated for annual election to the Board by Everon and 1 director designated by CBLI shall be nominated for annual election to the Board (together, the “Shareholders’ Designees”); (ii) As of the date of receipt by the Company of the first tranche of funds in an amount not less than $10,500,000 from the Investor under the SAFE and until termination of the SAFE as per Section 1(c) thereof, 2 directors designated by the Investor shall be nominated for annual election to the Board by the Investor the (“Investor Designees”); (iii) Each of CBLI and Everon shall (i) cause its respective Shareholders’ Designee to vote to nominate the Shareholder Designee designated by the other and to vote all shares of capital stock of the Company (“Shares”) owned by it and/or cause the shares controlled by it to be voted to elect such Shareholders’ Designee to the Board; and (ii) cause its respective Shareholders’ Designee to vote to nominate the Investor Designees and to vote all Shares which owned by it Beneficially Owns are and/or cause the shares controlled by it to be voted to elect such Investor Designees to the Board; and (iv) Investor shall cause its Investor Designees to vote to nominate the Shareholder Designee designated by Everon and the Shareholder Designee designated by CBLI and, at any and all times when Investor shall hold any share(s) of voting stock of the Company, to vote all Shares owned by it and/or cause the shares controlled by it to be voted to elect such Shareholders’ Designees to the Board. b) The capitalized terms used but not defined herein shall have the meanings ascribed to them by the SAFE. c) As of the date of receipt by the Company of the first tranche of funds in an amount not less than $10,500,000 from the Investor under the SAFE and until termination of the SAFE as necessary to ensure that at each general meeting at which an election of directors is held, per Section 1(c) thereof: (i) the number following matters will require unanimous approval of Exxaro Directors the elected directors of the Company: A. the entry into an agreement or agreements providing for, or consummation of, any Change of Control; B. the entry into an agreement or agreements providing for, or consummation of, any Dissolution Event; C. any amendment to the Certificate of Incorporation or Bylaws of the Company; and D. transferring, licensing or assigning (out of the ordinary course of business) any intellectual property rights of the Company, including without limitation, the transfer or licensing (out of the ordinary course of business) of any patents, know how or trade secrets of the Company, and any applications relating thereto, or entering into any agreement with any third party with respect to the transfer of any material scientific or technical information; and E. any sale or issuance of shares of common stock or preferred stock, including the granting of any options, convertible debt or any other instrument that gives or purports to give someone a right to any equity in the Company, except issuances of Capital Stock pursuant to the SAFE and any other Simple Agreement for Future Equity entered into with the prior approval of the Board of Directors. (ii) the following matters will require approval of a majority of the elected directors of the Company then in office: • incurring or permitting to subsist any aggregate financial indebtedness in excess of US$100,000, including by way of guaranteeing obligations of any other party, that is not already included in a budget approved by the board of directors of the Company (including the Investor Directors), except for its obligations under this Agreement; • granting security over or otherwise encumbering any of its assets; • entering into or being a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement; • hiring, terminating, or changing the compensation of the executive officers of the Company, including approving any option grants or stock awards to executive officers; • changing the principal business of the Company, entering new lines of business, or exiting the current line of business; and • transferring, licensing or assigning (out of the ordinary course of business) or assigning any other material asset of the Company (except for intellectual property rights of the Company, which shall require unanimous approval of the Board of Directors); (iii) all other matters i) not specified in paragraphs (v) or (vi) below; ii) not within the exclusive powers of the shareholders of the Company and/or iii) not delegated to the officers of the Company shall require approval of a majority of the elected directors of the Company (which, for the avoidance of doubt, must include the affirmative vote of at least one Investor Director). d) In order to be eligible to be elected as a director, Investor Designees and Shareholders’ Designees must: i) not have a finding of professional misconduct and/or incompetence with respect to the person in the five years preceding the date of the election; ii) not have any declared potential conflict of interest which would present a serious impediment to the functioning of the member as a director; iv) provide the Company with all reasonably requested personal information and documents relevant to the nomination. e) A director that is an Investor Designee may only be removed by the Investor. If the Investor requests in writing that any of its designees be removed as a director, each Shareholder shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, the Investor shall have the right to designate a replacement designee for such director, and the Company and the Shareholders shall take all action necessary to cause vacancy to be filled by the replacement Investors Designees, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company and Section 9(b)(ii1(d) hereof. If the new Investor Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of the Investor selecting such individual and requesting that the Company and the directors nominated Shareholders cause such individual to be elected to the Board, then the Investor shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of one or both Shareholders to effect such election and removal of its prior designee. f) A director that is a Shareholder Designee may only be removed by the respective Shareholder become Exxaro Directorsthat originally selected him or her for nomination and election. If CBLI or Everon, as applicable, requests in writing that its designee be removed as a director, the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, CBLI or Everon, as applicable, shall have the right to designate a replacement designee for such director, and the Company and the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall take all action necessary to cause vacancy to be filled by the replacement Shareholder Designee, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company. If the new Shareholder Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of CBLI or Everon, as applicable, selecting such individual and requesting that the Company and the Shareholders and, if applicable, Investor, cause such individual to be elected to the Board, then such Shareholder shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of the other Shareholder and, if applicable, on behalf of Investor, to effect such election and removal of its prior designee. g) Each Party hereby constitutes and appoints each other Party, acting severally, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any unanimous or other written consent of the stockholders of the Company in favor of (i) the removal of any Shareholder Designee originally selected for nomination by such Shareholder and the election of any other person selected by such Shareholder shall correspond to the requirements set forth in the Bylaws of the Company, and (ii) the number removal of “any Investor Designee originally selected for nomination by Investor and the election of any other person selected by such Shareholder Nominees” (as such term is defined in meeting the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is eligibility requirements set forth in Section 4.4 of 1(d) hereof to serve on the Cristal Shareholders Agreement are elected Board whenever a vacancy on the Board resulting from such removal or otherwise, in each case granting unto said attorney-in-fact and such Shareholder Nominees become directors of the Company. The Shareholder also agrees agent, full power and authority to procure that all of the Shares which it Beneficially Owns are voted as do and perform each and every act and thing requisite and necessary to ensure be done in connection therewith, as fully to all intents and purposes as such Party might or could do in person, hereby ratifying and confirming all that (i) no director elected pursuant said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created done by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)virtue hereof.

Voting Agreement. (a) Each of the Shareholders hereby agrees and consents for himself and his Related Transferees to vote all shares of the voting Stock of the Corporation as may be from time to time owned by him or his Related Transferees for the election and re- election of the following individuals as members of the Board of Directors of the Corporation (the "Board"): (i) XxXxxx; (ii) Xxxxxx; and (iii) one of either Xxx Xxxxx or Xxxxxx Xxxxx. The foregoing voting agreement shall pertain to all shares of Stock of each of the Shareholders, whether held in the name of such Shareholder or held in the name or for the benefit of any Related Transferee of such Shareholder. (b) Each of the Existing Shareholders agrees that his right to procure be elected to the Board pursuant to the voting agreement in subsection (a) above will terminate as to such Shareholder and that he will be deemed to have resigned and will cease to be a member of the Board in the event that: (i) in the case of either XxXxxx or Xxxxxx, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the Shares outstanding Stock of the Corporation); or (ii) in the case of Xxx Xxxxx and Xxxxxx Xxxxx, they and their Related Transferees, do not own in the aggregate one hundred thousand (100,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation). (c) The provisions of this Section 5 shall in no manner be deemed to limit the right of the Shareholders of the Corporation to increase the number of members of the Board at any time hereafter. Notwithstanding any increase of the number of members of the Board at any time during which it Beneficially Owns are voted Xxx and Xxxxxx Xxxxx have the right to be elected as necessary members of the Board of Directors pursuant to ensure subsections (a) and (b) above, the Shareholders agree that at each general meeting at which an election no increase in the salary or compensation of directors is heldeither XxXxxx and/or Xxxxxx, nor any capital expenditure by the Corporation in excess of Twenty-five Thousand Dollars ($25,000), may be authorized by the Board without the affirmative vote of one of either: (i) Xxx or Xxxxxx Xxxxx (whoever is then serving on the number Corporation's Board of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and ); or (ii) a representative appointed by the number of “Shareholder Nominees” (as such term is New Shareholders, who, until changed by the New Shareholders with notice to the Corporation, shall be Xxxxxxxxx & Xxxxx Venture Investors, L.P." Capitalized terms not otherwise defined herein have the respective meaning ascribed to them in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. . This Waiver and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement Amendment may be removed from office except as provided signed in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal one or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)more counterparts.

Voting Agreement. The Shareholder Each Stockholder (other than the Warrant Security Holders) agrees to procure that so long as WPP or any of its Affiliates owns at least twenty percent (20%) of the outstanding Common Stock, such Stockholder shall vote all of such Stockholder's shares of Common Stock and any other voting Securities of the Shares Company over which it Beneficially Owns are voted such Stockholder has voting control and shall take all other actions reasonably necessary or desirable within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(iimembers on the Governing Bodies of Company and VICORP shall comprise at least five (5) is elected and the directors nominated by the Shareholder become Exxaro Directors, and but no more than seven (7) members; and (ii) the number following Persons shall be elected to the Governing Bodies of “Shareholder Nominees” Company and VICORP: (A) at least two (2) members designated by WPP (the "WPP Members"); (B) one (1) member designated by Mid Oaks (during such times as Mid Oaks holds at least 85,655 shares (as such term is defined in adjusted for stock splits, stock dividends, recapitalizations and the separate Shareholders Agreement, like) of the Common Stock and subject to be entered into WPP's reasonable approval (the “Cristal Shareholders Agreement”"Mid Oaks Member"); provided, between however, that during such times as Mid Oaks holds less than 85,655 shares (as adjusted for stock splits, stock dividends, recapitalizations and the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”like) that is set forth in Section 4.4 of the Cristal Shareholders Agreement Common Stock, there shall be no Mid Oaks Member and, in order to fill the vacancy created by the absence of the Mid Oaks Member, there shall be an additional WPP Member designated by WPP, and provided further that for purposes of this section Mid Oaks shall be deemed to own any shares that are elected and such Shareholder Nominees become directors transferred by Mid Oaks to its Affiliates or employees pursuant to Section 5(f)(ii); (C) up to three (3) members designated by WPP (the "Outside Members"); provided that no Outside Member shall be (x) a member of the Company. The Shareholder also agrees to procure that all 's management or an employee or officer of the Shares which Company or its subsidiaries, or (y) a member of WPP's management or management of any of its affiliates, it Beneficially Owns are voted being understood that nothing in this clause (y) shall disqualify any person from being an "Outside Member" solely by reason of (A) such person holding an ownership interest in any WPP executive advisor entity and/or (B) such person serving as necessary a director or non-executive chairman of any WPP or Company affiliate; and (D) one (1) member designated by WPP who shall be an executive officer of the Company; it being understood that so long as WPP owns at least twenty percent (20%) of the outstanding Common Stock, WPP shall at all times have the right, exercisable in its sole discretion, to ensure that select at least a majority of any Governing Body; (iiii) no the removal from any Governing Body (with or without cause) of any WPP Member or the Mid Oaks Member, if applicable, shall be only upon the written request to the Board of the Stockholder or Stockholders entitled to designate such director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided 1(a)(ii) above; (iv) in the Cristal Shareholders Agreement; and (ii) event that any vacancies created representative designated hereunder for any reason ceases to serve as a member of any Governing Body during his or her term of office, the resulting vacancy on the Governing Body shall be filled by a representative designated by the resignation, removal Person or death of a Persons entitled to designate such director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled 1(a)(ii) above; and (v) if any party fails (but is otherwise entitled) to designate a representative to any Governing Body pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations terms of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 1, the election of a Person to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) such Governing Body shall be construed as an admission accomplished in accordance with the Organizational Documents and applicable law; provided that the Shareholder is, for parties shall take all necessary actions to remove such individual if the purposes of sections 13(dparty or parties which failed (and are otherwise entitled) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed to designate such a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)representative so directs.

Voting Agreement. (A) Matzorkis and the Trust shall, and Matzorkis shall cause his Affiliates (as defined below) to vote all securities of the Company held, owned or controlled, in each case directly or indirectly, by any and each of them which are entitled to vote at a meeting of the shareholders of the Company (or by written consent) with respect to the nomination and election of members of the Board for the nomination and election of all director designees of Xxxxxxx- Xxxxx nominated pursuant to Section 2(b) at any time and from time to time. (B) For so long as the Trust owns the Trust Minimum, Xxxxxxx-Xxxxx shall, and shall cause its Affiliates to vote all securities of the Company held, owned or controlled, in each case either directly or indirectly, by any and each of them which are entitled to vote at a meeting of the shareholders of the Company with respect to the nomination and election of the members of the Board, for the nomination and election of the director designee of the Trust nominated pursuant to Section 2(a) at any time and from time to time; provided, however, that Xxxxxxx-Xxxxx'x (and its Affiliates') obligation under this Section 3(b) shall be subject to the absence of any legal issues (e.g., any consumer reporting statutes or other laws or regulations) which could adversely affect the Company's financial position, results of operations, ability to raise capital, business, operations or prospects as a result of such election. (C) The Shareholder agrees to procure parties hereto agree that Xxxxxxx-Xxxxx shall not vote in favor of any sale of substantially all of the Shares which it Beneficially Owns are voted as necessary assets of the Company to ensure that at each general meeting at which an election Xxxxxxx- Xxxxx, or any of directors is heldXxxxxxx-Xxxxx'x Affiliates or to, Xxxxxx Xxxxxxx or Xxxxx Xxxxx, unless either (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and Company has obtained a fairness opinion from a qualified valuation consultant, investment bank or certified public accounting firm as to the directors nominated consideration to be received by the Shareholder become Exxaro DirectorsCompany, and or (ii) the number of “Shareholder Nominees” (as such term transaction is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 approved by a majority of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors shareholders of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that Company (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or thirdexcluding Xxxxxxx-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17Xxxxx).

Voting Agreement. (a) Each of the Shareholders hereby agrees and consents for himself and his Related Transferees to vote all shares of the voting Stock of the Corporation as may from time to time be owned by him or his Related Transferees for the election and re-election of the following individuals as members of the Board of Directors of the Corporation (the "Board"): (i) XxXxxx; (ii) Xxxxxx; (iii) X'Xxxxx; and (iv) one of either Xxx Xxxxx or Xxxxxx Xxxxx. The foregoing voting agreement shall pertain to all shares of Stock of each of the Shareholders, whether held in the name of such Shareholder or held in the name of or for the benefit of any Related Transferee of such Shareholder. (b) Each of the Existing Shareholders agrees that his right to procure be elected to the Board pursuant to the voting agreement in subsection (a) above will terminate as to such Shareholder and that he will be deemed to have resigned and will cease to be a member of the Board in the event that: (i) in the case of either McGurl, Loomis, or X'Xxxxx, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the Shares outstanding Stock of the Corporation); or (ii) in the case of Xxx Xxxxx and Xxxxxx Xxxxx, they and their Related Transferees, do not own in the aggregate one hundred thousand (100,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation). (c) The provisions of this Section 5 shall in no manner be deemed to limit the right of the Shareholders of the Corporation to increase the number of members of the Board at any time hereafter. Notwithstanding any increase of the number of members of the Board at any time during which it Beneficially Owns are voted X'Xxxxx and Xxx and Xxxxxx Xxxxx have the right to be elected as necessary members of the Board of Directors pursuant to ensure subsections (a) and (b) above, the Shareholders agree that at each general meeting at which an election no increase in the salary or compensation of directors is heldeither XxXxxx and/or Xxxxxx, nor any capital expenditure by the Corporation in excess of Twenty-five Thousand Dollars ($25,000.00), may be authorized by the Board without the affirmative vote of one of either: (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and X'Xxxxx; (ii) Xxx or Xxxxxx Xxxxx (whoever is then serving on the number Corporation's Board of “Shareholder Nominees” Directors); or (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”iii) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created a representative appointed by the resignationNew Shareholders, removal or death of a director elected pursuant who, until changed by the New Shareholders with notice to Section 4.4 of the Cristal Shareholders Agreement Corporation, shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder isXxxxxxxxx & Xxxxx Venture Investors, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).L.P.

Voting Agreement. The Shareholder agrees to procure that (a) Each holder of Stockholder Shares shall vote all of the such holder's Stockholder Shares which it Beneficially Owns are voted and shall take all other necessary or desirable actions within such holder's control (whether in such holder's capacity as a stockholder, director or officer of Holdings or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) and Holdings shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and stockholder meetings) so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(ii) is elected and directors on the directors nominated Board shall be established by the Shareholder become Exxaro holders of a majority of the Bain Shares ("Bain Holders"), but in no event be xxxxter than 20 xxmbers; (ii) a number of persons designated by the Bain Holders (so lon as the shares held by the Baxx Xolders constitute at least 5% of the outstaxxxxg Common Stock) shall be members of the Board (the "Bain Directors"), such number being equal to the xxxxerence between (x) the authorized number of directors and (iiy) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) directors that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement otherwise may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to this paragraph 1(a) (i.e., the provisions chief executive officer and the number of Section 4.4 directors that the Hoechst Block Group and the GS Holders may designate); (iii) two persons (or, in the event the authorized number of directors on the Board is greater than 15, three persons, or in the event the number is greater than 19, four persons) designated by the Hoechst Block Group (so long as the Hoechst Block Group own at least 50% of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(dInitial Hoechst Shares) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) members of the Exchange Act, Board (the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d"Hoechst Directors"); (iv) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent Hoechst Directors, the Hoechst Block Group shall designate the Executive Chairman (the initial Executive Chairman shall be Uwe Bicker); (v) the Executive Chairmxx xxxxx xe a member of the Board, shall report directly to the Board and be responsible for providing oversight, advice and counsel concerning the strategic direction of Holdings (including, without limitation, acting as liaison with Hoechst, e.g., to identify future life science opportunities for Holdings); (vi) one person designated by the holders of a majority of the GS Shares (the "GS Holders") (so long as such shares constitute at least 5% of the outstanding Common Stock) shall be a member of the Board (the "GS Director"); (vii) the holders of a majority of the Bain Shares (so long as the shares held by the Baxx Xolders constitute at least 5% of the outstaxxxxg Common Stock) shall designate the President and Chief Executive Officer; (viii) the President and Chief Executive Officer shall be a member of the Board; and (ix) management of Holdings shall prepare and present to the Board for approval an annual business plan and budget (a "Business Plan and Budget") setting forth the strategic, operating and financial objectives of Holdings and its subsidiaries for the upcoming fiscal year and the related budget for capital expenditures, investments and other discretionary payments expected to be made during such period. The Board shall meet to consider the Business Plan and Budget. A Business Plan and Budget shall be deemed approved by the Board upon an affirmative vote of a majority of its members; provided that such approval shall not be effective if a Hoechst Director shall have voted against approval. (b) So long as the relevant Stockholder or Stockholders has the right to designate a director, each committee of the Board shall have as a member at least one Hoechst Director (if requested by the Hoechst Block Group), one Bain Director (if requested by the Bain Holders) and oxx XS Director (if requested by the XX Holders). The removal from the Board, any committee of the Board or any position (in each case with or without cause) of any person designated under paragraph 1(a) or 1(b) by the GS Holders, the Bain Holders or the Hoechst Block Group shall be at thx xxitten request of the person or group that at the time of such removal has the right pursuant to paragraph 1(a) or 1(b) to designate such person and only upon such written request and under no other circumstances (except as otherwise required by Section 17law). (c) In the event that any person designated under paragraph 1(a) or 1(b) by the GS Holders, the Bain Holders or the Hoechst Block Group, as the case mxx xe, for any reason ceases to serve as a member of the Board or any committee of the Board or in any position for which such representative was designated during such person's term of office, the resulting vacancy on the Board, the committee of the Board or position shall be filled by a person designated by the person or group that at the time of such vacancy has the right pursuant to paragraph 1(a) or 1(b) to designate such person. (d) Nothing contained in this paragraph 1 will require any such holder to violate any legal obligation such holder may have as a director of Holdings. (e) The parties hereto acknowledge that Uwe Bicker may serve as a member of the board of direcxxxx xx Xxechst Marrion Roussel AG (or successor entity resulting from xxx Xxxxx-Xxxxxxx Combination) and, upon notice to and appxxxxx xx xxx Board, other Hoechst-affiliated or joint venture entities in order to facilitate the activities contemplated by the Cooperation Agreement.

Voting Agreement. The Shareholder agrees (a) From and after the date of this Agreement and until the provisions of this paragraph 1 cease to procure that be effective, as in effect on the date hereof, each holder of Stockholder Shares shall vote all of his Stockholder Shares and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director, member of a board committee or officer of the Shares which it Beneficially Owns are voted as Company or the Subsidiary or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company and the Subsidiary shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within their control (including, without limitation, calling special board and stockholder meetings), so that: (i) Molex shall have the number right in any election for directors to the Boards to select one representative to each of Exxaro Directors set forth in Section 9(b)(iithe Boards (the "Molex Director") is elected and to designate one person on each of the directors nominated by Boards as an observer (the Shareholder become Exxaro Directors"Molex Observer"), and subject to the Molex Observer signing a confidentiality agreement reasonably acceptable to counsel to the Company; (ii) the number removal from the Boards (with or without cause) of “Shareholder Nominees” the Molex Director and the Molex Observer shall be at Molex's written request, but only upon such written request and under no other circumstances; (as b) the Company and the Subsidiary shall pay the reasonable out-of-pocket expenses incurred by the Molex Director and the Molex Observer in connection with attending the meetings of the Boards and any committee thereof; (c) Molex shall permit the Molex Observer to attend all meetings of the Boards (other than such term is defined meetings or portion of meetings where the presence of such Observer would be contrary to law or standard corporate governance procedures regarding protection of confidential information of a company) and shall provide such Molex Observer with copies of all communications with members of the Boards in the separate Shareholders Agreement, same manner and at the same time as the Company provides such communications to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 members of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that Boards; and (id) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 this paragraph 1 shall terminate automatically and be of no further force and effect upon the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations occurrence of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Qualified Public Offering.

Voting Agreement. The Shareholder agrees (a) From and after the Closing (as defined in the Purchase Agreement) and until the provisions of this paragraph 1 cease to procure that be effective, each holder of Investor Shares shall vote all of his Investor Shares and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) subject to paragraph l(e) below, the authorized number of directors on the Company's board of directors (the "Board") shall be established at two directors; (ii) the following persons shall be elected to the Board: (A) one representative designated by the holders of the Willxxx Xxxxx Xxxres (the "Blaix Xxxector"); and (B) one representative designated by the holders of the Information Partners Shares (the "IP Director"); provided that, in the event that Willxxx Xxxxx xx Information Partners cease to own at least 25% of the Willxxx Xxxxx Xxxres or the Information Partners shares, respectively, which it Beneficially Owns are voted originally purchased pursuant to the Purchase Agreement, the right to designate their one representative will be transferred to the other group; (iii) the removal from the Board (with or without cause) of any representative designated hereunder by the holders of a majority of the Willxxx Xxxxx Xxxres or the Information Partners Shares shall be at Willxxx Xxxxx'x xx Information Partners' written request, respectively, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote of the holders of a majority of the shares of Common Stock held by such persons); (iv) in the event that any representative designated hereunder by the holders of a majority of the Willxxx Xxxxx Xxxres or the Information Partners Shares for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by the Willxxx Xxxxx xx Information Partners, respectively, as provided hereunder; (b) From and after the Closing (as defined in the Purchase Agreement) and until the provisions of this paragraph 1 cease to be effective, the Company shall vote all shares of common stock of OneSource Information Services, Inc. ("OneSource") and shall take all other necessary or desirable actions within its control, so that: (i) subject to ensure that at each general meeting at which an election paragraph 1 (e) below, the authorized number of directors is heldon the board of directors of OneSource (the "OneSource Board") shall be established at five directors; (ii) the following persons shall be elected to the OneSource Board: (A) one representative designated by the holders of the Willxxx Xxxxx Xxxres; and (B) one representative designated by the holders of the Information Partners Shares; (C) the President of OneSource; (D) the Chairman of OneSource; and (E) one representative to be mutually agreed upon by the holders of the Willxxx Xxxxx Xxxres and the holders of the Information Partners Shares; provided that, in the event that Willxxx Xxxxx xx Information Partners cease to own at least 25% of the Willxxx Xxxxx Xxxres or the Information Partners Shares, respectively, which it originally purchased pursuant to the Purchase Agreement, the right to designate their one representative will be transferred to the other group and the right to designate pursuant to subparagraph (E) above will be made solely by the group which has the right to designate directors pursuant to subparagraphs (A) and (B) above; (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board and any committee thereof. (d) The provisions of this paragraph 1 shall terminate automatically and be of no further force and effect upon the first to occur of (i) the number tenth anniversary of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated date hereof unless extended by the Shareholder become Exxaro Directorsparties hereto in accordance with (or any similar provision then in force) Section 218 of the Delaware General Corporation Law, and or (ii) the number of “Shareholder Nominees” a Qualified Public Offering. (as such term is defined in the separate Shareholders Agreement, e) If any party fails to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees designate a representative to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal fill a directorship or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled committee membership pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations terms of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking paragraph 1 within 30 days after such vacancy occurs, the election of a person to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) such directorship shall be construed accomplished in accordance with the Company's or OneSource's bylaws, as an admission the case may be, and applicable law; provided that in the Shareholder is, for event that such party then designates a representative to fill such membership such designee will replace the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)person elected.

Voting Agreement. The Shareholder agrees to procure that all of After due consultation between Dentsu and Madame Badinter, Dentsu shall vote its Publicis Shares as directed by Madame Badinter on the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, following matters: (i) any decision to amend the By-Laws to change Publicis’ corporate name or registered office, the number of Exxaro Directors Members of the Supervisory Board, the number of Members of the Directorate, the duration of the terms in office of any such members, and the number of qualifying Publicis Shares required to be owned by any such member, provided that in the case of a change in the number of Members of the Supervisory Board (A) such amendment shall be consistent with Dentsu’s right to have a number of Dentsu Members as set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors3.1(a)(vi), and (iiB) Madame Badinter shall vote her Publicis Shares so as to elect, at the shareholders’ meeting of Publicis approving such amendment to the By-Laws, the number of “Shareholder Nominees” (as such term is defined Dentsu Members called for by Section 3.1(a)(vi) in accordance with the separate Shareholders provisions of this Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and ; (ii) any vacancies created by the resignationmerger, removal consolidation or death similar business combination of Publicis with or into any other Person as a director elected pursuant result of which those shareholders who were shareholders of Publicis immediately prior to Section 4.4 such business combination shall have a majority of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 outstanding votes and share capital of the Cristal Shareholders Agreement. The Shareholder agrees surviving Person in such business combination; (iii) declaration of dividends, so long as Madame Badinter directs Dentsu to execute any written consents vote in favor of reasonable dividends, it being agreed that Dentsu shall only be required to effectuate vote in favor of declaration of dividends with respect to any fiscal year if the obligations aggregate amount of this Section 9(ddividends distributed for such fiscal year (after giving effect to such declaration of dividends) shall not exceed 40% of Publicis’ distributable profits for such fiscal year; (iv) share capital increases (through issuance of Securities) to which Dentsu is entitled to subscribe by exercising preemptive rights (droit préférentiel de souscription) or equivalent rights that would entitle Dentsu to subscribe to such share capital increase (through issuance of Securities) on the same terms and in the same quantity as if it were exercising preemptive rights (“Equivalent Rights”). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking , provided that the share capital increases referred to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d4.1(iv) with respect to which Madame Badinter may direct Dentsu to vote shall be construed as an admission that not exceed in the Shareholder is, for the purposes of sections 13(d) or 13(g) aggregate 10% of the Exchange Actoutstanding share capital of Publicis as constituted as of March 7, 2002 (i.e., 5,591,274 euros); and (v) reductions of share capital of Publicis resulting from cancellation of Publicis Shares pursuant to Publicis’ stock repurchase program, unless such reduction of share capital of Publicis in the Beneficial Owner reasonable opinion of any Dentsu would result in Dentsu’s being required to launch a tender offer for Publicis Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)and/or Securities.

Voting Agreement. The Shareholder (a) At the 2017 Annual Meeting, Iroquois agrees to procure that appear in person or by proxy and vote all shares of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election Common Stock beneficially owned by Iroquois and its Affiliates and Associates in favor of directors is held, (i) the number election of Exxaro Directors set forth in Section 9(b)(iithe Company’s five (5) is elected and the directors nominated by the Shareholder become Exxaro Directorsdirector nominees, and (ii) the approval of an amendment to the Company’s 2008 Long-Term Incentive Plan to increase the number of “Shareholder Nominees” shares authorized for issuance and the number of shares that a participant may receive in a fiscal year, and (as such term iii) the ratification of the appointment of Mxxx Axxxx LLP to audit the Company’s consolidated financial statements for the 2017 fiscal year. (b) At any subsequent annual or special meeting of shareholders of the Company (or adjournments thereof) during the Standstill Period, Iroquois agrees to vote all shares of Common Stock beneficially owned by Iroquois and its Affiliates and Associates in favor of the election to the Board of those director nominees nominated for election by the Board’s Nominating and Corporate Governance Committee or the Board and against the removal of any directors whose removal is defined not recommended by the Board. (c) Iroquois agrees, within 2 business days after receipt in connection with the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between 2017 Annual Meeting and within 10 business days after receipt in connection with any other annual or special meeting of shareholders of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. to execute and The National Titanium Dioxide deliver to the Company, or cause to be executed and delivered to the Company, the proxy card sent to Iroquois by the Company Limited in connection with the 2017 Annual Meeting and any other annual or special meeting of shareholders of the Company (together, or adjournments thereof) during the Standstill Period (and any other legal proxies delivered to Iroquois required to vote any shares held in “Cristalstreet name”) directing that is set forth in Section 4.4 the shares of Common Stock beneficially owned by Iroquois, as of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are applicable record date, be voted as necessary to ensure that (i) no director elected pursuant to in accordance with Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d2(a) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 172(b).

Voting Agreement. The Shareholder (a) From and after the Initial Closing Date, at each annual or special shareholders meeting called for the election of directors, and whenever the shareholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares which it Beneficially Owns are voted as Company (whether now or hereafter acquired) owned by such Stockholder, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro directors on the Board of Directors set forth in Section 9(b)(iiof the Company (the "Board") is elected to be established at seven; and the directors nominated by the Shareholder become Exxaro Directors, and 2 (ii) the number election to the Board of “Shareholder Nominees” two directors (as such term is defined in the separate Shareholders Agreementeach, to be entered into a "BCI Designee") designated by BCI Growth V, L.P. (the “Cristal Shareholders Agreement”"BCI"), between which directors will initially include Bart Xxxxxxx xxx Petex Xxxxx; xxd (iii) the election to the Board of two directors (each a "Willxx Xxxxx Xxxignee") designated by Willxx Xxxxx & Xartners II, L.P. ("Willxx Xxxxx"), which directors will initially include Avy Steix xxx Bob Xxxxxxxxxx; xxd (iv) the election of one director who shall be the chief executive officer of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited which director shall initially be Stepxxx X. XxXxxx; xxd (togetherv) the election of two directors, “Cristal”each of whom shall be either (x) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors independent with relevant industry experience or (y) an executive of the Company. The Shareholder also , and in each case shall be acceptable to the New Investors, one of which directors will initially be Robexx Xxxxxxx; all of which designees shall hold office, subject to their earlier registration or removal in accordance with clause (vi) below, the Bylaws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified, provided, however, that Mr. Xxxxxxx xxxl hold office until such time as Mr. Xxxxxxx xxxigns, is removed for cause by a majority of the remaining Directors or is removed with the approval of the chief executive officer of the Company; (vi) the removal from the Board (with or without cause) of any director upon the written request of the Stockholder that designated such director, but only upon such written request; and (vii) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) or (iii) above ceasing to be a member of the Board, whether by resignation or otherwise, the election to the Board of an individual designated by the Stockholder that designated such individual. (b) Each Stockholder agrees to procure that all of use its reasonable best efforts to cause its designees to the Shares which it Beneficially Owns are voted as necessary Board to ensure that vote or otherwise give such Director's consent to the creation and maintenance of: (i) no director elected pursuant to Section 4.4 a Compensation Committee of the Cristal Shareholders Agreement may Board consisting of three directors, at least one of whom shall be removed from office except as provided in a BCI Designee and one of whom shall be a Willxx Xxxxx Xxxignee (which directors will originally be Avy Steix (xxo shall be the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 Chairman of the Cristal Shareholders Agreement Compensation Committee), Petex Xxxxx xxx Robexx Xxxxxxx), xhich Compensation Committee shall be filled pursuant approve all grants of stock options to the provisions of Section 4.4 employees of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder isCompany, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).all

Voting Agreement. The Shareholder agrees (a) So long as the aggregate Beneficial Ownership of Ordinary Shares of the Xxxxxx Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to procure that 5% of the then issued and outstanding Ordinary Shares, each of the Xxxxxx Shareholders shall cause all of the Shares Voting Securities owned by it or any of its Controlled Affiliates or over which it Beneficially Owns are or any of its Controlled Affiliates has voting control to be voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number in favor of Exxaro Directors set forth in Section 9(b)(ii) is elected all those persons nominated and the recommended to serve as directors nominated of New Mylan by the Shareholder become Exxaro Directors, Board of Directors or any applicable committee thereof and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreementwith respect to any other action, proposal or matter to be entered into voted on by the shareholders of New Mylan (the “Cristal Shareholders Agreement”including through action by written consent), between in accordance with the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 recommendation of the Cristal Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, the Xxxxxx Shareholders Agreement are elected and such Shareholder Nominees become directors their respective Controlled Affiliates shall be free to vote at their discretion in connection with any proposal submitted for a vote of the Companyshareholders of New Mylan in respect of (A) the issuance of Equity Securities in connection with any merger, consolidation or business combination of New Mylan, (B) any merger, consolidation or business combination of New Mylan or (C) the sale of all or substantially all the assets of New Mylan, except where such proposal has not been approved or recommended by the Board of Directors, in which event the preceding sentence shall apply. (b) So long as the aggregate Beneficial Ownership of Ordinary Shares of the Xxxxxx Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to 5% of the then issued and outstanding Ordinary Shares, with respect to any matter that each Xxxxxx Shareholder is required to vote on in accordance with Section 4.1(a), each Xxxxxx Shareholder shall cause each Voting Security owned by it or over which it has voting control to be voted by completing the proxy forms distributed by New Mylan and not by any other means. The Each Xxxxxx Shareholder also shall deliver the completed proxy form to New Mylan no later than five (5) Business Days prior to the date of such general meeting of New Mylan. Upon the written request of New Mylan, each of the Xxxxxx Shareholders hereby agrees to procure that all of the Shares which it Beneficially Owns are voted take such further action or execute such other instruments as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required reasonably necessary to effectuate the obligations intent of this Section 9(d4.1(b). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)5.

Voting Agreement. The Shareholder agrees (a) Subject to procure that all Section 5.11(c), until the earlier of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number TFMC’s beneficial ownership of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, TEN Securities decreases below 10% and (ii) the number occurrence of “Shareholder Nominees” a TEN Change of Control, at any TEN general or special meeting at which any of the following matters are submitted to a vote of holders of TEN Securities: (A) the election of any directors to the TEN Board, (B) the removal of any directors from the TEN Board, (C) compensation of any member of the TEN Board or any executive officer of TEN, (D) remunerations policies, (E) the appointment of any third party auditor of TEN, (F) statutory accounts, (G) annual discharge of the members of the TEN Board, or (H) authorization delegated to the TEN Board with respect to any right of TEN to repurchase TEN Securities, issue additional TEN Securities or to exclude any preemptive rights granted in respect of any TEN Securities. TFMC shall vote, or cause to be voted, all TEN Securities beneficially owned by TFMC: (x) as recommended by the TEN Board with respect to each such term is defined matter or (y) in the separate Shareholders Agreementsame proportion that the TEN Securities not beneficially owned by TFMC are voted for or against, or abstains with respect to each such matter. (b) Until the earlier of (i) TFMC’s beneficial ownership of TEN Securities decreases below 10% and (ii) the occurrence of a TEN Change of Control, at any TEN general or special meeting, TFMC shall be entered into (the “Cristal Shareholders Agreement”)present, between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure person or by proxy so that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement TEN Securities beneficially owned by TFMC may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, counted for the purposes of sections 13(d) or 13(g) determining the presence of the Exchange Act, share capital at such meeting. (c) Until the Beneficial Owner earliest of (i) the date on which TFMC no longer has beneficial ownership of any Shares TEN Securities, (ii) the occurrence of a TEN Change of Control and (iii) the termination of that certain Relationship Agreement (the “Relationship Agreement”) entered into as of the date hereof, by and among TEN, TFMC and Bpifrance Participations SA (“BPI”), (A) at any TEN general or special meeting at which the election of any director that has been proposed by BPI pursuant to Section 2.01 of the Relationship Agreement is submitted to a vote of holders of TEN Securities, TFMC shall vote, or cause to be voted, all TEN Securities held by TFMC in favor of the election of each such director and (B) at any TEN general or special meeting, TFMC shall be present, in person or by proxy so that all of the TEN Securities beneficially owned by TFMC may be Beneficially Owned by Cristal or that counted for the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect purposes of this Section 9(d), this Deed shall not be construed to give any beneficiary determining the presence of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)share capital at such meeting.

Voting Agreement. The Shareholder During the term of this Agreement: (a) Each of the Shareholders agrees to procure that vote all of his shares of the Shares which it Beneficially Owns are voted Company's common stock, no par value (the "Common Stock") as necessary to ensure that at each general meeting at which an election of directors is held, follows: (i) In favor of the number Nominating Committee's proposed slate of Exxaro directors to be elected at the Company's 1999 Annual Meeting of Shareholders to the Company's Board of Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directorsof Stevxx Xxxx Xxxkxxxxx, and Xxxxx XxXuxxx, Xxxxxxx X. Jxxxxxxx, xxd M. Raymxxx Xxxxxxxx; (ii) In favor of the number Nominating Committee's proposed slate of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, directors to be entered into elected at the Company's 2000 Annual Meeting of Shareholders to the Company's Board of Directors of Kevix X. Xxxxxxxx, Xxchxxx X. Xxxxxx, Xxysxxx X. Xxxxxxxx, xxd Charxxx X. Xxxxx, XX; xxd (iii) In favor of the “Cristal Nominating Committee's proposed slate of directors to be elected at the Company's 2001 Annual Meeting of Shareholders Agreement”)to the Company's Board of Directors of Stevxx Xxxx Xxxkxxxxx, between Xxxxx XxXuxxx, Xxxxxxx X. Jxxxxxxx, xxd M. Raymxxx Xxxxxxxx. (b) To the extent that any of the Shareholders are so elected to the Board of Directors of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and such Shareholders agree to vote in their capacity as directors during the term of this Agreement in favor of: (i) The National Titanium Dioxide Company Limited (togetherelection of Kevix X. Xxxxxxxx, “Cristal”) that is set forth in Section 4.4 of Xxllxxx X. Xxxxxxxx, xxd Charxxx X. Xxxxx XX xx the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Nominating Committee of the Company. The Shareholder also agrees to procure that all 's Board of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders AgreementDirectors; and and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 The election of the Cristal Shareholders Agreement shall be filled pursuant following persons to the provisions of Section 4.4 offices of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) Company set opposite their respective names: Richxxx X. Xxxxxx - Chairman Emeritus and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).Vice Chairman Willxxx X. Xxxxxxxx - Chairman and General Counsel

Voting Agreement. The Shareholder (a) During the period commencing on the Closing and terminating 90 days after the Closing, the Investor, in its capacity as a shareholder of the Company, either by reason of the Preferred Stock or Common Stock acquired hereunder(together the "Voting Shares"), agrees to procure that vote or cause to be voted all the Voting Shares directly or indirectly owned by the Investor or over which the Investor has the beneficial ownership or the right to vote at any meeting of the Shares which it Beneficially Owns are voted as necessary shareholders of the Company, and in any action by written consent of the shareholders of the Company, in favor of a nominee of Keating Reverse Merger Fund, LLC ("KRM") to ensure that at each general meeting at which an election the board of directoxx xx the Company, if such person is agreed to and supported by the board of directors is held, (i) of the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors Company or nominated by the Shareholder become Exxaro Directors, and (ii) the number board of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. If the nominee of KRM is removed or otherwise retires or resigns, then the Investor will act in accordance with the above for any replacement nominee of KRM during such 90 day period. The Shareholder also Investor agrees that the board of directors of the Company will consist of five persons during the term of this provision and will not take any action to increase the number of directors from five persons. Notwithstanding the foregoing, the Investor will have no obligation to vote in favor of any nominee of KRM who has been convicted of a felony or securities violation in the past five years. (b) During the period commencing on the Closing and terminating on the one year anniversary of the Closing, the Investor, in its capacity as a shareholder of the Company, by reason of the Voting Shares, agrees to procure that vote or cause to be voted all the Voting Shares directly or indirectly owned by the Investor or over which the Investor has the beneficial ownership or the right to vote and acquired hereunder, at any meeting of the Shares shareholders of the Company, and in any action by written consent of the shareholders of the Company, (a) to approve a 1 for 25 reverse stock split of the outstanding Common Stock of the Company, which it Beneficially Owns are voted may include special treatment for certain of the Company shareholders to preserve round lot stockholders ("Reverse Split"), (b) to approve the change of the corporate name from Chiste Corporation to one recommended by the board of directors to reflect the acquisition of HydroGen ("Name Change"), and (c) all other actions as shall be necessary in connection with or related to ensure that the foregoing. (ic) no director elected The obligation of each Investor pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and paragraph (iib) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 9, will terminate upon the consummation of the Reverse Split and Name Change, including through the time of the filing of the amendment to the Shareholder under articles of incorporation of the Cristal Shareholders Agreement. Nothing Company. (d) If the Investor or any of its affiliates or nominee is a member of the board of directors or an officer of the Company, nothing in this Section 9(d) shall 9 will be construed deemed to limit or restrict the director or officer acting in its capacity as an admission that the Shareholder is, for the purposes of sections 13(d) a director or 13(g) officer of the Exchange ActCompany, as the Beneficial Owner of any Shares case may be, and exercising its fiduciary duties and responsibilities, it being agreed and understood that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d)9 shall apply to the Investor solely in its capacity as a shareholder and not to his, this Deed shall not be construed to give any beneficiary her or its actions, judgments or decisions as a director or officer of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Company.

Voting Agreement. The Shareholder (a) From and after the Closing Date (as defined in the Purchase Agreement), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure vote or otherwise give such Stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned by such Stockholder, and take all other appropriate action, and the Company shall take all necessary and desirable actions within its control, in order to cause: (i) an amendment to the Bylaws of the Company to provide that the authorized number of directors on the Board of Directors of the Company (the "Board") to be established at nine persons, or at the request of the holders of a majority of the Series C Preferred Stock then held by the WCAS Purchasers, to increase the size of the Board, up to a maximum of 15 persons; (ii) the election to the Board of: a) such number of directors as shall constitute a majority of the Board designated by a majority of the Series C Preferred Stock then held by the WCAS Purchasers (the "WCAS Designees"); provided, however, that upon the earlier to occur of (1) the date on which the WCAS Purchasers shall hold less than 30% of the outstanding Capital Stock of the Company and (2) the second anniversary of an IPO, such number of directors shall decrease to the greater of (A) three and (B) the WCAS Purchasers' proportional share of the total number of directors based on the aggregate number of shares owned by the WCAS Purchasers on any such date; b) two directors designated by TPC (the "TPC Designees"); c) two directors designated by the holders of a majority of the shares of the Preferred Stock then held by the Whitney Purchasers (the "Whitney Designees"); d) one director designated by the holders of a majority of the shares of Series C Preferred Stock then held by the CIBC Purchasers (the "CIBC Designee"); provided, that, if the CIBC Purchasers determine that applicable banking laws prohibit them from designating a representative to the Board, a representative of the CIBC Purchasers shall be entitled to attend as an observer all meetings of the Board and any committee thereof and to receive all notices, information and other materials distributed to members of the Board or any such committee at the same time and in the same manner as so distributed; and e) the Chief Executive Officer of the Company (initially Stepxxx X. Xxxxx); all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the Shares which it Beneficially Owns are voted By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any director elected in accordance with subpart a), b), c) or d) of clause (ii) above upon the written request of the Stockholders that designated such director; and (iv) upon any vacancy in the Board as necessary a result of any individual designated as provided in clause (ii) above ceasing to ensure be a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholders that at each general designated such individual (or, in the case of a director specified in subpart e) of clause (ii) above, an individual meeting at which an election of directors is held, such qualifications). (b) Each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such Director's consent to: (i) the number creation and maintenance of Exxaro Directors set forth a Compensation Committee of the Board consisting of three directors, two of whom shall be WCAS Designees and one of whom shall be a Whitney Designee, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in Section 9(b)(iicompensation and all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) is elected and granted to officers of the directors nominated by the Shareholder become Exxaro DirectorsCompany, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (ii) the number creation and maintenance of “Shareholder Nominees” an Audit Committee of the Board of Directors, consisting of three directors, at least one of whom shall be a WCAS Designee and one of whom shall be a Whitney Designee, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company's independent certified public accountants, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (iii) the creation and maintenance of such other committees as the Board shall from time to time deem appropriate, consisting of at least two directors, at least one of whom shall be a WCAS Designee and one of whom shall be a Whitney Designee, which committees shall have such duties and responsibilities as the Board may from time to time determine; and (iv) the election of Lawrxxxx X. Xxxxxx (xx such other person as may be designated by the WCAS Purchasers) as Chairman of the Board of Directors. (c) For as long as TPC shall be entitled to designate directors pursuant to this Section 1, a representative of TPC shall be entitled to attend as an observer all meetings of committees of the Board of Directors and to receive all notices, information or other materials distributed to the members of any such committee at the same time and in the same manner as so distributed. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to shares of Capital Stock held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to shares of Capital Stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement. (e) No limitation on the voting or consent rights of Regulated Entities (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. Amended and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 Restated Certificate of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(dIncorporation) shall be construed as an admission that affect the Shareholder is, for the purposes of sections 13(d) voting or 13(g) of the Exchange Act, the Beneficial Owner consent rights of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Agreement.

Voting Agreement. The (a) From and after the date of this Agreement and until the provisions of this Section 1 cease to be effective, each holder of Shareholder agrees to procure that Shares shall vote all of the its Shareholder Shares which it Beneficially Owns are voted voting shares and any other voting securities of the Company over which such holder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a shareholder, or through any of its representatives serving as a director, member of a board committee or officer of the Company or any of its Subsidiaries or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company and its Subsidiaries shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(ii) is elected directors on the Board shall be established and the directors nominated by the Shareholder become Exxaro Directors, maintained at no less than eight and no more than ten directors; (ii) the number following individuals shall be nominated and elected to the Board: (A) one (1) representative (the "Hyundai Director") designated by the holders of “Shareholder Nominees” a majority of the Hyundai Shares; (B) three (3) representatives (the "Xxxx Directors") designated by the holders of a majority of the Xxxx Shares; (C) three (3) representatives (the "SXI Directors") designated by the holders of a majority of the SXI Shares; (D) one (1) representative (the "Management Director") of management, who shall be the Company's chief executive officer, but only so long as such person serves as the Company's chief executive officer; (E) in the event of and during the continuation of an Event of Default (as such term is defined in the separate Shareholders AgreementArticles of Incorporation) with respect to any shares of Senior Preferred Stock in accordance with the terms thereof, to be entered into one (1) additional representative (the “Cristal Shareholders Agreement”"Additional Hyundai Director") which the holders of the Senior Preferred Stock are entitled to appoint in accordance with the terms of the Articles of Incorporation; (F) upon the mutual agreement of the holders of a majority of the Xxxx Shares and the holders of a majority of the SXI Shares to fill any remaining vacancies on the Board, all remaining members of the Board shall be an equal number of representatives designated by the holders of a majority of the Xxxx Shares and the holders of a majority of the SXI Shares, unless an Event of Default shall have occurred and be continuing, in which case the provisions of clause (a)(ii)(E) of this Section 1 shall govern and no other directors shall be elected pursuant to this clause (F) and any directors then in office pursuant to this clause (F) shall forthwith resign or be removed until such time as there is no longer any Event of Default in existence, at which time the special right of the holders of Senior Preferred Stock to appoint the Additional Hyundai Director shall terminate subject to revesting upon the occurrence and continuation of any Event of Default; (ii) the size of the board of directors of each of the Company's Subsidiaries (a "Sub Board") shall be no greater than that of the Board and shall have at least one (1) representative designated pursuant to Section 1(a)(ii)(A), between if so desired by the holders of the Hyundai Shares, at least one Xxxx Director and at least one SXI Director, and if more than one Xxxx Director or one SXI Director, then an equal number of both; (iv) except with respect to the Additional Hyundai Director, who shall automatically be removed at such time as there is no longer any Event of Default in existence, at which time the special right of the holders of Senior Preferred Stock to appoint the Additional Hyundai Director shall terminate subject to revesting upon the occurrence and continuation of any Event of Default, any Xxxx Director, SXI Director, Hyundai Director or Additional Hyundai Director shall be removed forthwith from the Board or any Sub Board (with or without cause) prior to the expiration of such director's term at the written request of the holders of a majority of the shares of the Group which designated such director pursuant to Section 1(a)(ii) (and under no other circumstances, except as provided above with respect to the Additional Hyundai Director), and no Xxxx Director, SXI Director, Hyundai Director or Additional Hyundai Director shall be removed from the Board or any Sub Board prior to the expiration of such director's term except at the prior written request of the holders of a majority of the shares of the Group which designated such director pursuant to Section 1(a)(ii) and except as provided above with respect to the Additional Hyundai Director; and (v) in the event that any director designated pursuant to Section 1(a)(ii) by the holders of a majority of the Hyundai Shares, the holders of a majority of the Xxxx Shares or the holders of a majority of the SXI Shares for any reason ceases to serve as a member of the Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or Sub Board shall be filled by a person designated by the same Group (in the manner provided hereunder) that designated the director that will no longer serve on the Board or Sub Board. (vi) the Bylaws of the Company will require that the vote or action of a majority of the directors present at any meeting at which a quorum is present shall be the vote or action of the Board; provided, however, that no action shall be taken without the affirmative vote of a majority of the Bain Directors and a majority of the SXI Directors with respect to: (A) any merger of the Company into any other corporation or merger of any other corporation into the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. or any consolidation of the Company with any other corporation (other than the merger of a wholly-owned Subsidiary into the Company), the liquidation or dissolution of the Company, or the sale, assignment, lease, transfer or other disposition of all or substantially all of the assets of the Company as, or substantially as, an entirety to any other corporation or other entity or person; (B) the amendment or repeal of any provision of, or the addition of any provision to the Articles of Incorporation of the Company or its Bylaws; (C) the expenditure by the Company of an amount of funds in excess of $5,000,000 for a purpose which is not within the then current strategic and The National Titanium Dioxide operating plan referred to in clause (H) hereof; (D) any declaration or payment of any dividend on, or other distribution in respect of, the Company's capital stock, or any payment in cash of interest on indebtedness that by its terms may be paid in kind or accrued; (E) any issuance, redemption, repurchase or other transaction involving the capital stock of the Company Limited (togetherother than in connection with the exercise of stock options granted pursuant to any plan or arrangement approved under clause (N) hereof, “Cristal”or the issuance of no more than $3,000,000 in shares of Common Stock (determined for this purpose by the price allocated to shares of Common Stock acquired pursuant to the Recapitalization Agreement) that is issued to members of the Company's management within 120 days after the date hereof); (F) any borrowings (or guarantees thereof) in excess of $5,000,000 from any bank or other person or entity, other than drawings on borrowings or lines of credit existing as of the date hereof (or any extensions, renewals or refinancings thereof) or as previously approved as provided herein; (G) any loans to any persons or entities by the Company, other than advances to employees of the Company or its Subsidiaries for ordinary and necessary business expenses consistent with past practice or to purchase Common Stock described in the parenthetical in clause (E) above; (H) the annual strategic and operating plan of the Company, which shall be prepared by the officers of the Company and shall include a summary of expected capital expenditures and expenditures in respect of acquisitions, and any material departures from such plan; (I) any sale or encumbrance of assets in excess of $5,000,000; (J) any business acquisition by the Company, by purchase of assets, capital stock, merger or otherwise, for purchase consideration exceeding $5,000,000; (K) the selection of commercial or investment bankers for the Company; (L) the selection of the public accountants for the Company; (M) the selection of the Chief Executive Officer of the Company; (N) the approval of compensation payable to the corporate officers of the Company, including executive bonus and incentive plans and arrangements of such officers; or (O) the approval of any action by a Subsidiary of the Company in respect of any matter of the nature set forth in this Section 4.4 1(a)(vi) with respect to such Subsidiary. (b) The Company (and it Subsidiaries, as the case may be) shall pay or promptly reimburse the actual reasonable out-of-pocket expenses incurred by each director in connection with attending meetings of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Board, any Sub Board or any committee of the Company. Board or any Sub Board. (c) The Shareholder also agrees to procure that all provisions of this Section 1 shall terminate automatically and be of no further force and effect upon the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death consummation of a director elected pursuant Initial Public Offering in which the net proceeds to Section 4.4 of the Cristal Shareholders Agreement shall be filled Company exceed $25 million (a "Qualifying IPO"). (d) If any Group fails to designate a representative to fill a directorship pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations terms of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 1 or any Group ceases to have such right hereunder, the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) election of an individual to such directorship shall be construed accomplished in accordance with the Articles of Incorporation and Bylaws or comparable governing documents of the Company (in the case of the Board) and the applicable Subsidiary of the Company (in the case of a Sub Board) and applicable law. (e) The rights of any Group under this Agreement to designate one or more directors hereunder shall terminate at such time as an admission that the Shareholder issuch Group ceases to own, for the purposes of sections 13(d) either directly or 13(gindirectly through one or more Affiliates, fifty percent (50%) of the Exchange Act, Shareholder Shares owned by such Group immediately following the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or Effective Time as defined in the Recapitalization Agreement; provided that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect provisions of this Section 9(d), this Deed 1(e) shall not be construed apply to give the Hyundai Group if any beneficiary member of the Cristal Shareholders Agreement Hyundai Group is required by any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior provision of applicable law in the Republic of Korea (as evidenced by the written consent (in addition opinion of a reputable Korean law firm addressed to the consent required by Section 17Company's Board) to maintain Board representation as a condition to its direct or indirect ownership of Capital Stock. (f) Each director shall be given advance notice of any meeting of the Board of Directors in accordance with the Bylaws (or, in the case of any Sub Board, the comparable governing document).

Voting Agreement. The Shareholder agrees to procure that all So long as the MDCP Co-Investors, their Affiliates and Co-Investors collectively hold a majority of the Ordinary Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited each Executive holding Ordinary Shares shall vote all of his or her Ordinary Shares (togetherand, “Cristal”) that in the event such holder is set forth in Section 4.4 entitled to vote any of the Cristal Shareholders Agreement Company's other securities for the election of directors, such holder shall vote all such securities) and take all other necessary or desirable actions (in such holder's capacity as a stockholder of the Company) as are requested by the MDCP Co-Investor Majority in order to cause the representatives to be elected as members of the Board as directed by the MDCP Co-Investor Majority. In addition, each holder shall not vote his or her Ordinary Shares (or other voting securities) in connection with the removal of any MDCP Co-Investor's designees or any other Board member as a director unless and until the MDCP Co-Investor Majority directs such holder how to vote on such removal. In addition, each holder of Ordinary Shares shall at all such times vote his or her Ordinary Shares (and such Shareholder Nominees become directors other voting securities) and Convertible Shares on all matters on which they are entitled to vote as directed by the MDCP Co-Investor Majority as long as such vote is not adversely discriminatory to an Executive or holders of Convertible Shares in a manner different from the MDCP Co-Investor Majority or holders of Ordinary Shares, respectively. The provisions of this paragraph 9 shall terminate as of the effective date of the Company's initial Listing or upon consummation of a Sale of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant Notwithstanding anything to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing contrary set forth in this Section 9(d) paragraph 9, each holder shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save cast all votes in respect of this Section 9(d)his Ordinary Shares, this Deed shall not be construed to give any beneficiary other voting securities of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) Company and no amendment may be made to this Section 9(d) without Cristal’s prior written consent Convertible Shares (in addition to the consent required by Section 17)extent that such shares are entitled to vote) in favor of the conversion of the Company from a public company to a private company or a private company to a public company.

Voting Agreement. The Shareholder agrees Prior to procure that the Expiration Date, the Xxxxx Voting Group will vote all of the Shares which it Beneficially Owns are voted as necessary voting securities of the Company (and successor companies) held or controlled by them consistent with the recommendations of at least three out of the four of Xxxxxx Xxxxx, Zephyr Xxxxx, Xxxxxxx X. Xxxxx and Xxxxxxxxx Xxxxx with respect to ensure that the election of members of the Board of Directors; provided that, if any of the above listed natural persons should become deceased, the recommendation must be made by the remaining three natural persons listed, and if two or more of the listed natural persons die, or if at each general least three of the listed natural persons cannot reach agreement upon a recommendation at least 20 days prior to the date of the annual or special meeting at which an election of directors members of the Board of Directors is to be held, (ithen the Xxxxx Voting Group shall vote as recommended by a majority of the Independent directors. The Xxxxx Voting Group will cast and submit by proxy to the Company their votes in a manner consistent with this Section 3.1(b) at least five business days prior to the number scheduled date of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number annual or special meeting of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between stockholders of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (togetheras applicable. Notwithstanding anything to the contrary in the Agreement, “Cristal”) a Stockholder that is set forth in Section 4.4 a member of the Cristal Shareholders Agreement are elected Xxxxx Voting Group may, with respect to certain shares of Company Common Stock held by such Stockholder, later be exempted from the obligations of this Section 3.1(b) upon receipt of Xxxxx Approval and confirmation by the Company that such Shareholder Nominees become directors exemption would not cause the Xxxxx Voting Group to fail to hold shares of Company Common Stock representing more than 50% of the CompanyFD Stock. The Shareholder also agrees to procure process for obtaining confirmation by the Company shall be the same as that all described under Section 3.1(a)(iv). Furthermore, a Stockholder that is a member of the Shares which it Beneficially Owns are voted as necessary Xxxxx Nonvoting Group with respect to ensure that certain shares of Company Common Stock held by such Stockholder may later participate in the voting provisions of this Section 3.1(b) with respect to such shares upon receipt of Xxxxx Approval. Notwithstanding anything to the contrary in this Agreement, (iA) no director elected pursuant to Section 4.4 a member of the Cristal Shareholders Agreement may be removed from office except as provided Xxxxx Nonvoting Group that later wishes to participate in the Cristal Shareholders AgreementVoting Agreement with respect to certain shares of Company Common Stock held by such Stockholder shall be precluded from participating in the voting provisions of this Section 3.1(b) as to those shares if the Stockholder’s participation in the voting provisions would cause such shares of Company Common Stock to be included in the gross estate of a Prohibited Stockholder for federal estate tax purposes under Section 2036(b) of the Internal Revenue Code; provided, however, that this shall not apply if, disregarding Section 2036(b), the Transferred Company Common Stock would otherwise be included in the gross estate of a Prohibited Stockholder for federal estate tax purposes; and (iiB) no change in the manner of participation of any vacancies created shares of Company Common Stock in the provisions of this Section 3.1(b), whether by amendment of this Agreement or receipt of Xxxxx Approval, shall be made without the resignation, removal or death of a director elected pursuant to Section 4.4 express written consent of the Cristal Shareholders Agreement shall be filled pursuant Stockholder owning or controlling such shares. For avoidance of doubt, it is possible for a Stockholder to hold shares that are and are not subject to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 173.1(b).

Voting Agreement. The From the date of this Agreement and ending on the earliest of (i) the date the Merger Agreement is terminated in accordance with its terms, (ii) the first date immediately following the date on which the Company’s shareholders have adopted the Merger Agreement, (iii) the date on which the Merger Agreement is amended, or any provision thereof is waived, in either case in a manner that reduces the consideration payable to the Shareholder or is materially adverse to the Shareholder, provided, that Shareholder shall notify Parent of his determination that the Termination Date has occurred under this clause (iii), within three business days after he first receives written notice hereunder of the execution of any such modification or waiver, setting forth, in reasonable detail, the basis for his determination, (iv) the date on which Purchaser or Parent is in material violation of the terms of this Agreement, (v) the date on which the Board of Directors of the Company has modified or withdrawn the Company Board Recommendation pursuant to Section 5.07(c) or Section 5.07(e) of the Merger Agreement and (vi) the Final Termination Date (as defined in the Merger Agreement) (the earliest of such dates, the “Termination Date”), the Shareholder hereby agrees to procure that vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which it Beneficially Owns are voted as necessary such Shareholder is entitled to ensure vote (or to provide his written consent thereto), at any annual, special or other meeting of the shareholders of the Company, and at any adjournment or adjournments or postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the Merger and the approval and adoption of the Merger Agreement; and (b) except for all such actions that at each general meeting at which an election the Company or its Board of directors Directors is heldpermitted to take under the Merger Agreement, against (i) an Acquisition Proposal, other than the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro DirectorsMerger, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created action or agreement (including, without limitation, any amendment of any agreement) that would result in any condition to the consummation of the Merger set forth in the Merger Agreement not being capable of being fulfilled, (iii) any action that would result in a change in those persons constituting a majority of the Board of Directors of the Company, other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the resignation, removal or death incumbent Board of a director elected pursuant to Section 4.4 Directors of the Cristal Shareholders Agreement shall be filled pursuant Company (in which case he agrees to vote for the provisions slate proposed by the incumbent Board) or (iv) any action that would materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transactions contemplated by the Merger Agreement. Except as expressly set forth in this Agreement, the Shareholder may vote his Shares in his discretion on all matters submitted for the vote or consent of Section 4.4 shareholders of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Company.

Voting Agreement. The Shareholder agrees Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, and Xxxxx X. Xxxx and each of their respective Affiliates (collectively, the “Voting Stockholders”) shall have entered into a voting agreement (the “Voting Agreement”) in substantially the same form furnished to procure that Buyer prior to the date hereof, agreeing to vote all shares of the Shares which it Beneficially Owns are voted as necessary to ensure that Company’s Common Stock beneficially owned by them at each general meeting at which an of the stockholders of the Company or any action taken by written consent during the period commencing on the Closing Date and ending three (3) years thereafter: (i) in favor of the directors nominated and recommended by the Company’s Board of Directors (the “Board”), including two (2) designees of Buyer, provided that a majority of the Board must be “independent” within the meaning of the rules of Nasdaq, (ii) against any stockholder nomination or proposal not approved or recommended by the Board and (iii) in accordance with the recommendations by the Board on all other proposals of the Board set forth in the Company’s proxy statements; provided, that (x) if both Institutional Shareholders Services Inc. and Glass Lewis & Co., LLC recommend a vote in opposition to the Board’s recommendation (other than with respect to the election of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” or an Extraordinary Matter (as defined below)), or (y) a proposal relates to an Extraordinary Matter, the Voting Stockholders shall be free to vote their shares freely so long as no Voting Stockholder publicly discloses such vote; and provided, further that if any of the Board Conditions (as defined below) are not satisfied at any time during the term is defined in of the separate Shareholders Voting Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Voting Stockholders shall vote all shares of the Company. The Shareholder also agrees to procure that all ’s Common Stock beneficially owned by them at each meeting of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 stockholders of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and Company or any action taken by written consent: (ii1) any vacancies created for up to a maximum of three (3) additional directors proposed by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (Buyer in addition to the consent required two (2) then serving as Buyer’s designees and (2) if proposed by Section 17)Buyer, the removal of up to a maximum of three (3) directors who are not designees of Buyer, so that Buyer will have a maximum of five (5) designees on the Board. For purposes of this Agreement, “Extraordinary Matter” shall be defined as any merger, stock-for-stock transaction, or other event resulting in the Company’s stockholders retaining less than 50% of the equity interests and voting power of the surviving entity’s then outstanding equity securities; any recapitalization or restructuring; any spin-off or sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; or any other business combination of the Company that requires a stockholder vote.

Voting Agreement. The Shareholder (a) From and after the Closing Date (as defined in the Purchase Agreement), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares which it Beneficially Owns are voted as Company (whether now or hereafter acquired) owned by such Stockholder, and take all other appropriate action, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro directors on the Board of Directors set forth in Section 9(b)(iiof the Company (the "Board") is elected and the directors nominated by the Shareholder become Exxaro Directors, and to be established at nine; (ii) the number election to the Board of: a) three directors designated by the holders of “Shareholder Nominees” a majority of the Common Stock then held by all WCAS Purchasers (the "WCAS Designees") so long as such term is defined the WCAS Purchasers own (in the separate Shareholders Agreementaggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Xxxxxx X. XxXxxxxxx, Xxxxxxx X. xx Xxxxxx and Xxxxxxx X. Xxxxxx; b) two directors designated by the holders of a majority of the Common Stock then held by all Blackstone Purchasers (the "Blackstone Designees") so long as the Blackstone Purchasers own (in the aggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Xxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxx; and c) the Chief Executive Officer and the Chief Operation Officer of the Company (initially Xxxxxxx X. Small and Xxxx X. Xxxx, respectively); all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any director elected in accordance with subpart a) or b) of clause (ii) above upon the written request of the Stockholders that designated such director; (iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be entered into a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholders that designated such individual (or, in the case of a director specified in subpart c) of clause (ii) above, an individual meeting such qualifications); and (v) their respective designees to the Board of Directors of the Company to elect Xxxxxx X. XxXxxxxxx (or such other person as may be designated by the WCAS Purchasers) as Chairman of the Board of Directors. (b) The two directors not designated pursuant to clause (ii) of paragraph (a) above shall be directors (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”"Outside Directors") that is set forth in Section 4.4 of shall be elected by the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors stockholders of the Company. The Shareholder also agrees to procure In any such election, the Stockholders shall vote their shares only for persons that all (x) are not employees or officers of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 the Company or any of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and its subsidiaries or (ii) the Stockholders or their respective stockholders, members or partners and (y) otherwise qualify as "independent directors" under the rules applicable to Nasdaq National Market companies as in effect on the date hereof and satisfy any vacancies created other requirements under applicable law or the rules of any exchange or quotation system on which the Common Stock is then listed or traded. (c) Each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such Director's consent to the creation and maintenance of: (i) a Compensation Committee of the Board consisting of three directors, two of whom shall be WCAS Designees, if any then exist, and the third of whom shall be a Blackstone Designee, if any then exist, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation of officers of the Company, all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (ii) an Audit Committee of the Board of Directors, consisting of three directors, one of whom shall be a WCAS Designee, if any then exist, one of whom shall be a Blackstone Designee, if any then exist, and one of whom shall be an Outside Director, which Audit Committee shall review and approve the financial statements of the Company as audited by the resignationCompany's independent certified public accountants, removal and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; and (iii) such other committees as the Board shall from time to time deem appropriate, consisting of at least two directors, at least one of whom shall be a WCAS Designee, if any then exist, and at least one of whom shall be a Blackstone Designee, if any then exist, which committees shall have such duties and responsibilities as the Board may from time to time determine. To the extent there are no WCAS Designees or death of a director elected pursuant Blackstone Designees, the committee seats allocated to Section 4.4 of the Cristal Shareholders Agreement them above shall be filled pursuant as the Board shall determine. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to Common Stock held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to Common Stock held by it, which conflicts or is inconsistent in any manner with the provisions of Section 4.4 of the Cristal Shareholders this Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. (a) The Shareholder agrees rights and duties that are the subject of this Section 6 shall apply to procure that all only those shares of Employer’s capital stock held (whether directly or indirectly or through one or more intermediaries) by the Executive or over which the Executive has beneficial ownership or control. This Section 6 shall not be applicable to any shares of Employer’s capital stock no longer held (whether directly or indirectly or through one or more intermediaries), beneficially owned or controlled by the Executive. Upon compliance with applicable securities laws, Executive shall be free and without restriction of any nature to sell Executive’s shares of Employer’s capital stock free and clear of this Section 6 during the 18 months following the date hereof. No bona fide purchaser (excluding any purchaser or transferee deemed to be an “affiliate” of the Shares Executive as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or to any purchaser or transferee in which it Beneficially Owns are voted as necessary Executive has any direct or indirect ownership interest) of any such shares of Employer’s capital stock shall be subject in any manner to ensure the restrictions, requirements or duties incumbent on Executive pursuant to this Section 6 during said 18-month period. (b) For a period beginning on the date hereof and ending on the date that is 18 months from the date hereof, the Executive agrees, with respect to matters related to nominating directors to serve on the Board and electing directors nominated by the Board before the stockholders of the Employer, whether at each general a meeting at of the stockholders of the Employer or any adjournment thereof, or pursuant to a requested written consent of holders of the Employer’s capital stock, to vote, or cause to be voted, all shares of the Employer’s capital stock held by the Executive (whether directly or indirectly or through one or more intermediaries) or over which an the Executive has beneficial ownership or control in the manner recommended by the Board specific to election of directors and shall refrain from taking, and shall not take, any action to nominate any person or group of persons to serve as directors on the Board. Executive hereto agrees to execute and deliver all such instruments and documents and do all such other acts and things as may be necessary to more fully effectuate the agreement set forth in this Section 6(a). (c) It is heldagreed and understood that monetary damages would not adequately compensate Employer for the breach of Section 6(a) by Executive, (i) that the number of Exxaro Directors agreement set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d6(a) shall be construed as specifically enforceable, and that any breach or threatened breach of Section 6(a) shall be the proper subject of a temporary or permanent injunction or restraining order. Further, Executive hereto waives any claim or defense that there is an admission that the Shareholder is, adequate remedy at law for the purposes of sections 13(dsuch breach or threatened breach. (d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Notwithstanding Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d6(c) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required remedy provided for therein, any and all Benefits payable pursuant to Section 2 above shall immediately and irrevocably be terminated and cancelled immediately upon any breach by of Section 17)6(a) by Executive, and no Benefits shall thereafter be paid or payable to Executive. The termination of Benefits pursuant to this Section 6(d) shall not impair or diminish in any way the release provided for in Section 3.

Voting Agreement. The Shareholder agrees Anything in the Credit Agreement or the other Loan Documents to procure that all the contrary notwithstanding, the Lenders hereby agree that: (a) Subject to the succeeding subsection (b), the Loan Documents may be amended, supplemented or modified and any provision of the Shares which it Beneficially Owns are voted as necessary Loan Documents may be waived, including pursuant to ensure an agreement or arrangement to forbear from the exercise of any rights or remedies with respect to the provisions of the Loan Documents, and Collateral and guarantors of the Obligations may be released (for the avoidance of doubt, any acceptance of Collateral in full or partial satisfaction of the Obligations shall be deemed to be a release of Collateral) (each such amendment, supplement, modification, waiver, forbearance or release, a “Modification”) with the written consent of Required First Out Lenders, and without the consent of any Last Out Lender, and the Last Out Lenders shall not, and shall have no right to, consent to, require, cause or implement any Modification, except that at each general meeting at which an election Last Out Lenders shall have the consent rights expressly provided to the Last Out Lenders pursuant to the succeeding subsection (b). (b) Notwithstanding the preceding subsection (a), during the period through and including January 15, 2025, the following Modifications shall require the written consent of directors is held, the Required Last Out Lenders: (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined any increase in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 principal amount of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares First Out Term Loans which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and does not constitute a Permitted First Out Increase; (ii) any vacancies created reduction in, or forgiveness of, the principal amount of the Term Loans; (iii) any change in the interest rate of the Term Loans or the manner of payment thereof; (iv) any change to the Maturity Date; (v) any change to Section 2.3(f) of the Credit Agreement; (vi) so long as no Event of Default has occurred and is continuing, any Specified Release/Disposition. (c) To the extent required by the resignationCredit Agreement, removal in the case of (A) any Modification permitted under subsection (a) above, (B) any Modification at any time on or death prior to January 15, 2025 consisting of (x) a director elected pursuant to Section 4.4 Permitted First Out Increase or (y) a Specified Release/Disposition at any time at which an Event of Default has occurred and is continuing, or (C) any Modification of the Cristal Shareholders type described in the preceding clause (b) at any time prior to January 15, 2025 which has been consented to in writing by Required Last Out Lenders, each Last Out Lender, in its capacity as a Lender under the Credit Agreement, shall be deemed to have voted (and, at the request of the Required First Out Lenders or the Administrative Agent, shall so vote, and if any of such Last Out Lender fails to promptly so vote, the Administrative Agent shall have a proxy and the right to vote) its interest as a Lender under the Credit Agreement in accordance with the vote of the Required First Out Lenders. Without limiting the foregoing or any other provision of this Agreement, for all purposes under the Credit Agreement, “Required Lenders” under the Credit Agreement shall be filled pursuant deemed to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)include First Out Lenders.

Voting Agreement. The Shareholder (a) Stockholder hereby agrees with Broadbase that, (except as may be otherwise agreed to procure that all in writing by Broadbase) at any meeting of Panopticon's shareholders, however called, or in connection with any written consent of Panopticon's shareholders, as to which any of the matters described below in this Section 2 is put to the vote or written consent of Panopticon's shareholders, Stockholder shall vote the Shares which it Beneficially Owns are voted as necessary Owned by Stockholder, whether now owned or hereafter acquired prior to ensure that at each general meeting at which an election of directors is held, such vote: (i) in favor of approval of the number Merger Agreement, the Merger and any actions required in furtherance of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and transactions contemplated thereby; (ii) against any action or agreement that would result in a breach in any material respect of (A) any representation or warranty of Panopticon under the number Merger Agreement that would have a Material Adverse Effect on Panopticon or (B) any other agreement, covenant or obligation of “Shareholder Nominees” (as such term is defined in Panopticon under the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Merger Agreement; and (iiiii) against: (A) any vacancies created Third Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of Panopticon, unless such change results from an election to replace any such individual who ceases to be a member of the Board of Directors of Panopticon due to such individual's death, disability or resignation from Panopticon's Board of Directors for reasons unrelated to any matter that Stockholder agrees to vote against hereunder, (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Panopticon and any Third Party, (D) a sale, lease, transfer or disposition of any assets of Panopticon'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, (E) any reorganization, recapitalization, dissolution or liquidation of Panopticon, (F) any change in the present capitalization of Panopticon or any amendment of Panopticon's Certificate of Incorporation, Bylaws or other charter documents not contemplated by the resignationMerger Agreement or not consented to in writing by Broadbase, removal (G) any other material change in Panopticon's corporate structure other than the approval of stock options disclosed in Panopticon's representations and warranties in the Merger Agreement or death in any Disclosure Schedule thereto) or any other change materially affecting Panopticon's business, (H) any other action or proposal which is made in opposition to or in competition with consummation of a director elected the Merger, or which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein. (b) Stockholder agrees that any shares of capital stock of Panopticon that Stockholder purchases or with respect to which Stockholder otherwise acquires Beneficial Ownership or over which Stockholder exercises voting power at any time after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 4.4 8 shall be subject to the terms and conditions of this Agreement to the Cristal Shareholders same extent as if they constituted Shares on the date hereof; provided, however, nothing in this Agreement shall be filled pursuant construed to the provisions obligate Stockholder to exercise any options or warrants to purchase shares of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) Panopticon common stock or 13(g) of the Exchange Act, the Beneficial Owner of any Shares preferred stock that may be Beneficially Owned held by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Stockholder.

Voting Agreement. The Shareholder agrees parties hereto hereby agree (solely among themselves and without amending the Tranche A Notes or the Tranche B Notes) as follows: (a) Notwithstanding anything to procure that all the contrary contained herein or in any of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election Note Documents, any exercise of directors is held, (i) rights and remedies under the number of Exxaro Directors set forth in Section 9(b)(ii) is elected Amended and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” Restated Security Agreement or any other Security Document (as such term is defined in the separate Shareholders Agreement, to be entered into (Tranche A SPA) that requires the consent or direction of the “Cristal Shareholders Agreement”), between Required Holders” shall be deemed to refer to the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and Holders permitted to exercise such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected remedies at such time pursuant to Section 4.4 of the Cristal Shareholders Agreement 2 hereof. (b) Each SPA and its related Note Documents may be removed amended, supplemented or modified and any provision of each SPA and the Note Documents may be waived, including of any agreement or arrangement to forbear from office except as provided in the Cristal Shareholders Agreement; and (ii) exercise of any vacancies created by the resignation, removal rights or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant remedies with respect to the provisions of Section 4.4 each SPA and each Note Document related thereto (each such amendment, supplement, modification, waiver, or forbearance, a “Modification”) in accordance with the applicable SPA and Note Documents. (c) Notwithstanding the foregoing clause (b) or any other provision in this Agreement to the contrary: (i) without the consent of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) Required First Out Holders, no Modification shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed permitted to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(dthe Tranche B SPA or Tranche B Notes that (A) increases the aggregate principal amount of the Tranche B Notes in excess of the Maximum Last Out Amount, (B) increases the interest rate applicable to the Tranche B Notes, (C) imposes additional or increased fees, premiums or other charges applicable to the Tranche B Notes or (D) is adverse to the interests of the First Out Holders; (ii) that without the consent of the Required Last Out Holders, no Modification shall be permitted to be made to the Tranche A SPA or Tranche A Notes that (A) increases the aggregate principal amount of the Tranche A Notes in excess of the Maximum First Out Amount, (B) increases the interest rate applicable to the Tranche A Notes, (C) imposes additional or increased fees, premiums or other charges applicable to the Tranche A Notes or (D) is adverse to the interests of the Last Out Holders; (iii) without Cristal’s prior written the consent of the Required First Out Holders and the Required Last Out Holders, the Agent shall not accept any Collateral or Proceeds of Collateral in partial or full satisfaction of the Obligations; (in addition iv) following the resignation of the Person serving as the Agent, the consent of the Required First Out Holders and the Required Last Out Holders shall be required to appoint any other Person as the replacement Agent; and (v) the Agent shall not modify or consent to any Modification to the Royalty Subordination Agreement (other than to correct ministerial or typographical errors) without the consent required by Section 17)of the Required First Out Holders and the Required Last Out Holders.

Voting Agreement. The Shareholder Each of the Stockholders hereby agrees to procure that vote all of the Shares Common Stock of which it Beneficially Owns are voted such Stockholder is record owner or with respect to which such Stockholder holds voting control, or in the case of Common Stock held in “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting control, in favor of and in order to: (a) remove all of the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as necessary may be serving as directors of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to ensure that at each general meeting at which an election of directors is held, (i) set the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and directors of the directors nominated by Company at such number as a majority of the Shareholder become Exxaro DirectorsStockholders shall agree, and (ii) such majority to be determined based upon the number of “Shareholder Nominees” (shares of Common Stock held by the respective Stockholders as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 on Schedule A hereto relative to the aggregate number of the Cristal Shareholders Agreement are elected and shares of Common Stock held by all of such Shareholder Nominees become Stockholders as set forth on Schedule A hereto; (c) elect as directors of the Company. The Shareholder also agrees Company such persons as a majority of the Stockholders shall agree among themselves to procure that elect, such majority to be determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative to the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (d) continue to vote for the persons elected as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph (e) of this paragraph 1, as directors of the Company from the date hereof until the day immediately preceding the annual meeting of the stockholders of the Company in 2007; (e) in the event any of the persons described in subparagraph (c) of this paragraph 1 cannot or will not serve as a director or ceases serving as a director of the Company for any reason whatsoever, elect as a director of the Company such person(s) as a majority of the Stockholders shall agree among themselves to elect, such majority to be determined based upon the number of shares of Common Stock held by the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).Stockholders;

Voting Agreement. The Shareholder agrees (a) For so long as the Stockholders, directly or indirectly, on an aggregate basis, continue to procure that all hold forty percent (40%) of the Shares which it Beneficially Owns are voted as necessary issued and outstanding Common Stock entitled to ensure that at each general meeting at which an vote in the election of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also , each Stockholder agrees that such Stockholder will vote, or cause to procure that be voted, all voting securities of the Shares Company over which it Beneficially Owns are voted such Stockholder has the power, directly or indirectly, to vote or direct the voting, and will take all other necessary or desirable action within such Stockholder’s control (whether in such Stockholder’s capacity as a Stockholder, officer, director, member of a committee of the board of directors of the Company (the “Board”) or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will take all necessary and desirable actions within its control, to cause the authorized number of directors of the Company to be established at seven, or such greater number as is necessary to ensure that designate the individuals specified in Sections 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) and also comply with applicable stock exchange listing rules and applicable law (with such additional directors being designated pursuant to the last sentence of this Section 2(a)), unless otherwise agreed by the Majority WCAS Holders, and to elect or cause to be elected to the Board, and cause to be continued in office, the following individuals: (i) three representatives designated by the Majority WCAS Holders (each, a “WCAS Director”), who shall initially be Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxx; (ii) one representative designated by the Majority XX XX Holders, who shall initially be Xxxxxx Xxxxxx (the “XX XX Director”); and (iii) one representative designated by the Majority Common Holders (a “Common Director”), who shall be (a) Xxxx Xxxxxxxx or (b) if Xxxx Xxxxxxxx is no director longer willing to serve, such other person designated by such holders; provided that the Majority Common Holders shall have the right to designate such Director so long as Xxxx Xxxxxxxx and his Affiliates own, in the aggregate, at least 12% of the outstanding shares of Common Stock. If at any time the Majority Common Holders do not have the right to designate such Director, the Majority WCAS Holders shall have the right to designate such Director. The parties hereto agree that the remaining Directors shall be independent Directors designated by the nominating committee of the Board. (b) Any Director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may 2(a)(i) - (iii) above shall be removed from office except the Board or any committee of the Board (with or without cause) at the written request of the holders or other Person that has the right to designate such Director under Section 2(a), but only upon such written request and under no other circumstances. Each Stockholder agrees to vote, or cause to be voted, or provide a written consent with respect to, all voting securities of the Company over which such Stockholder has the power, directly or indirectly, to vote or direct the voting, and shall take all such other actions as provided in shall be necessary or desirable, to cause the Cristal Shareholders Agreement; and (ii) any vacancies created removal of such Director as requested by the resignation, removal or death of a director elected Person who has the right to remove such Director. (c) If any Director designated pursuant to Section 4.4 2(a) above for any reason ceases to serve as a member of the Cristal Shareholders Agreement Board during such Director’s term of office, the resulting vacancy on the Board shall be filled pursuant filled, subject to the provisions conditions of Section 4.4 2(a) above, by a Director designated by the Majority WCAS Holders, the Majority XX XX Holders or the Majority Common Holders, as applicable, with the right to appoint such director in accordance with Section 2(a). Each Stockholder agrees to vote promptly, or cause to be voted promptly, or provide promptly a written consent with respect to, all voting securities of the Cristal Shareholders Agreement. The Shareholder Company over which such Stockholder has the power, directly or indirectly, to vote or direct the voting, and promptly shall take all such other actions as shall be necessary or desirable to cause the designated successor to be elected, to fill such vacancy as requested by the Person who has the right to remove such Director. (d) So long as the XX XX Holders and the WCAS Holders, on an aggregate basis, continue to hold 40% of the issued and outstanding Common Stock, each Stockholder agrees to execute any written consents required cast all votes to effectuate the obligations of this Section 9(d). The Shareholder which such holder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking entitled to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder isvote, for the purposes of sections 13(d) directly or 13(g) of the Exchange Actindirectly, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d)the shares of Common Stock, this Deed shall not be construed to give whether at any beneficiary annual or special meeting, including by attending meetings in person or by proxy for purposes of obtaining a quorum, by written consent, or otherwise, in the same proportion as the shares of Common Stock held by the WCAS Holders are voted by the WCAS Holders for or against any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its Subsidiaries, and in the case of any proposed tender offer for the securities of the Cristal Shareholders Agreement any consent Company to tender or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (withhold his, her or its shares in addition to the consent required same proportion as are tendered and/or withheld by Section 17)the WCAS Holders.

Voting Agreement. The Shareholder agrees to procure that (a) From and after the date of this Agreement each Stockholder shall vote all of his Stockholder Shares and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, director or officer of the Shares which it Beneficially Owns are voted as Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special board and stockholder meetings and filling Board vacancies), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(ii) is elected and directors on the directors nominated by the Shareholder become Exxaro Directors, and Board shall be established at seven directors; (ii) the number following individuals shall be elected to the Board: (A) two representatives designated by GTCR (the "GTCR REPRESENTATIVES"); (B) three representatives designated by the Management Stockholders (the "MANAGEMENT REPRESENTATIVES"), determined by vote of “Shareholder Nominees” the Management Stockholders owning a majority of the Stockholder Shares held by all Management Stockholders; (C) two representatives jointly designated by GTCR and the Management Stockholders (the "JOINT REPRESENTATIVES"), it being agreed that Mortimer Feinberg and Andrew Garvin (collectively, the "XXXXXXX XXXXXXXXXXXXVES") xxx xxxeptable to GTCR; provided that GTCR shall have the right at any time (with or without cause) to remove the Initial Representatives from the Board. The Joint Representatives shall be renominated and elected to the Board at each subsequent annual meeting of the stockholders unless GTCR notifies the Management Stockholders that it does not wish to renominate as directors the then existing Joint Representatives. In such term is defined event, new Joint Representatives shall be nominated pursuant to clause (iii) below; (iii) the removal from the Board (with or without cause) of any GTCR Representative or Management Representative designated hereunder shall be at the written request, but only upon such written request, of the party or parties that had designated such representative and under no other circumstances. The removal from the Board (with or without cause) of any Joint Representative (other than the Initial Representatives) designated hereunder shall be either (A) at the written request of GTCR and the Management Stockholders or (B) at the written request of GTCR provided that such removal shall not be effective until such Joint Representative has served at least six (6) months or, if earlier, until the next annual stockholder meeting. Upon the removal of any Joint Representative (including the Initial Representatives), the replacement Joint Representative shall be jointly designated by GTCR and the Management Stockholders; provided that if GTCR and the Management Stockholders cannot agree on the replacement Joint Representative within 90 days after the delivery of the applicable removal request, then GTCR shall designate such new Joint Representative; (iv) in the separate Shareholders Agreementevent that any GTCR Representative, Management Representative or Joint Representative designated hereunder for any reason ceases to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 serve as a member of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Board during his term of office, the Company. The Shareholder also agrees to procure that all of resulting vacancy on the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement Board shall be filled by a representative designated by the party or parties that had the right to designate such representative as provided hereunder; provided that, with respect to any vacancy resulting from the departure of any Joint Representative, if GTCR and the Management Stockholders cannot agree within 90 days following such departure on a replacement then such vacancy shall be filled by a representative designated by GTCR; (v) the Compensation Committee of the Board shall include at least one GTCR Representative; and (vi) the Audit Committee of the Board shall include at least one GTCR Representative. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board or any committee thereof. So long as any GTCR Director serves on the Board and for three years thereafter, the Company shall maintain directors and officers indemnity insurance coverage satisfactory to GTCR, and the Company's certificate of incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. (c) The rights of GTCR under this Section 1 shall terminate at such time as GTCR and/or Affiliates of GTCR cease to hold in the aggregate at least 10% of the Common Stock Outstanding; provided that GTCR may assign its right to designate representatives hereunder to any Person or group of affiliated Persons who acquire more than 50% of the Stockholder Shares held by GTCR as of the date hereof. (d) The rights of each Management Stockholder under this Section 1 shall terminate at such time as such Management Stockholder ceases to hold in the aggregate at least 20% of the Stockholder Shares held by such Management Stockholder as of the date hereof. (e) If any party fails to designate a representative to fill a directorship pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations terms of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking 1, the election of an individual to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) such directorship shall be construed as an admission that accomplished in accordance with the Shareholder is, for the purposes of sections 13(dCompany's bylaws and applicable law. (f) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect The provisions of this Section 9(d), this Deed 1 and of Section 2 below shall not be construed to give any beneficiary effective until the tenth anniversary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal date hereof and shall have third party rights to enforce this Section 9(d) then terminate automatically and be of no amendment may be made to this Section 9(d) without Cristal’s prior written consent (further force and effect unless extended in addition to writing by mutual agreement of the consent required by Section 17)parties hereto.

Voting Agreement. The Shareholder agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, (i) Each Stockholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of LBI, however called, and in any action by written consent of the stockholders of LBI, such Stockholder shall: (i) vote such Stockholder's LBI Voting Shares in favor of the following matters which are to be submitted to the stockholders of LBI in connection with the transactions contemplated by the Merger Agreement: (A) the issuance of up to 14,000,000 shares of LBI Common Stock as partial consideration under the Merger Agreement (as amended from time to time), (B) the proposed amendment and restatement of LBI's certificate of incorporation, (C) the proposed amendment to LBI's 2002 Long Term Incentive Plan to increase the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directorsshares reserved for issuance thereunder, and (iiD) the number election of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, two persons to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 LBI's Board of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders AgreementDirectors; and (ii) vote the LBI Voting Shares against any vacancies created by action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of LBI under the resignation, removal Merger Agreement or death of a director elected pursuant which is reasonably likely to Section 4.4 result in any conditions to LBI's obligations under the Merger Agreement not being fulfilled. Each of the Cristal Shareholders Agreement Stockholders may vote on all issues other than those specified in this Section 3(a) that may come before a meeting of the stockholders of LBI in such Stockholder's sole discretion, provided that such vote is not inconsistent with the purposes of this Agreement. (ii) Notwithstanding subsection 3(a)(i) above: (A) the Stockholders shall not be filled pursuant required to comply with any of the provisions of Section 4.4 such subsection 3(a)(i) if (1) USAuto is in material breach of the Cristal Shareholders Merger Agreement. The Shareholder agrees to execute , (2) in satisfaction of its fiduciary duties, the Board of Directors of LBI withdraws its recommendation that the stockholders of LBI approve the Merger and/or the Rights Offering, or (3) LBI is in breach of any written consents required to effectuate of the obligations provisions of this Section 9(dsubsection 3(a)(ii)(B). The Shareholder is entering ; and (B) LBI shall not (1) waive any material breach of the Merger Agreement, (2) waive any material term or condition of the Merger Agreement or (3) enter into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking any material amendment to the Shareholder under Merger Agreement, in each case without the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes prior written consent of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed each Stockholder (which consent shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17unreasonably withheld).

Voting Agreement. The Shareholder (a) From and after the Closing Date (as defined in the Purchase Agreement), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares which it Beneficially Owns are voted as Company (whether now or hereafter acquired) owned by such Stockholder, and take all other appropriate action, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro directors on the Board of Directors set forth in Section 9(b)(iiof the Company (the "Board") is elected and the directors nominated by the Shareholder become Exxaro Directors, and to be established at nine; (ii) the number election to the Board of: a) three directors designated by the holders of “Shareholder Nominees” a majority of the Common Stock then held by all WCAS Purchasers (the "WCAS Designees") so long as such term is defined the WCAS Purchasers own (in the separate Shareholders Agreementaggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Xxxxxx X. XxXxxxxxx, Xxxxxxx X. xx Xxxxxx and Xxxxxxx X. Xxxxxx; b) two directors designated by the holders of a majority of the Common Stock then held by all Blackstone Purchasers (the "Blackstone Designees") so long as the Blackstone Purchasers own (in the aggregate) not less than 25% of the shares of Common Stock owned by them on the date hereof, which directors will initially be Xxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxx; and c) the Chief Executive Officer and the Chief Operation Officer of the Company (initially Xxxxxxx X. Small and Xxxx X. Xxxx, respectively); all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any director elected in accordance with subpart a) or b) of clause (ii) above upon the written request of the Stockholders that designated such director; (iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be entered into a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholders that designated such individual (or, in the case of a director specified in subpart c) of clause (ii) above, an individual meeting such qualifications); and (v) their respective designees to the Board of Directors of the Company to elect Xxxxxx X. XxXxxxxxx (or such other person as may be designated by the WCAS Purchasers) as Chairman of the Board of Directors. (b) The two directors not designated pursuant to clause (ii) of paragraph (a) above shall be directors (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”"Outside Directors") that is set forth in Section 4.4 of shall be elected by the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors stockholders of the Company. The Shareholder also agrees to procure In any such election, the Stockholders shall vote their shares only for persons that all (x) are not employees or officers of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 the Company or any of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and its subsidiaries or (ii) the Stockholders or their respective stockholders, members or partners and (y) otherwise qualify as "independent directors" under the rules applicable to Nasdaq National Market companies as in effect on the date hereof and satisfy any vacancies created other requirements under applicable law or the rules of any exchange or quotation system on which the Common Stock is then listed or traded. (c) Each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such Director's consent to the creation and maintenance of: (i) a Compensation Committee of the Board consisting of three directors, two of whom shall be WCAS Designees, if any then exist, and the third of whom shall be a Blackstone Designee, if any then exist, which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation of officers of the Company, all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company, and shall have such other duties and responsibilities as the Board of Directors may from time to time determine; (ii) an Audit Committee of the Board of Directors, consisting of three directors, one of whom shall be a WCAS Designee, if any then exist, one of whom shall be a Blackstone Designee, if any then exist, and one of whom shall be an Outside Director, which Audit Committee shall review and approve the financial statements of the Company as audited by the resignationCompany's independent certified public accountants, removal and shall have such other duties and responsibilities as the Board of Directors may from time to time deter mine; and (iii) such other committees as the Board shall from time to time deem appropri ate, consisting of at least two directors, at least one of whom shall be a WCAS Designee, if any then exist, and at least one of whom shall be a Blackstone Designee, if any then exist, which committees shall have such duties and responsibilities as the Board may from time to time determine. To the extent there are no WCAS Designees or death of a director elected pursuant Blackstone Designees, the committee seats allocated to Section 4.4 of the Cristal Shareholders Agreement them above shall be filled pursuant as the Board shall determine. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to Common Stock held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to Common Stock held by it, which conflicts or is inconsistent in any manner with the provisions of Section 4.4 of the Cristal Shareholders this Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17).

Voting Agreement. The Shareholder agrees to procure parties hereto agree that all of the Shares which it Beneficially Owns are voted for so long as necessary to ensure that at each general meeting at which an election of directors this Agreement is held, in effect: (i) for so long as the number of Exxaro Directors set forth in Section 9(b)(ii) is elected Group C Stockholders (excluding Norwest, Red Hat, Xxxxxx Xxxxxx, Sequoia Partners and the directors nominated by the Shareholder become Exxaro DirectorsSequoia Fund, NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS who do not have a right to designate a director), and excluding Xxxxxxxx to the extent that Xxxxxxxx continues to have the right to designate a director under Section (ii) below, hold at least 10% of the number issued and outstanding Stock of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 such Stockholders shall have the right to designate one director of the Cristal Shareholders Agreement are elected Company; (ii) Xxxxxxxx, for so long as Xxxxxxxx holds at least 2.5% of the issued and such Shareholder Nominees become outstanding Stock of the Company (either directly or indirectly through their limited partner interest in Xxxx I), shall have the right to designate one director of the Company; and (iii) the Group B Stockholder, for so long as it holds at least 20% of the issued and outstanding Stock of the Company, shall have the right to designate up to five (5) directors of the Company. The Shareholder Provided further, should the Group B Stockholder elect in writing to waive its right to designate any directors (so that it has no right to designate any director) in connection with a sale of securities of the Company which raises $10,000,000 or more, then the Group C Stockholders and Xxxxxxxx shall also agrees be deemed to procure that waive their designation rights and this voting agreement shall terminate. For so long as this voting agreement is in effect, there shall be not more than seven (7) directors of the Company, except upon the consent of the Group C Stockholders (meaning Group C Stockholders holding 65% or more of the outstanding Stock held by all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant Group C Stockholders but excluding Xxxxxxxx to the provisions extent it still possess a designation right, Norwest, Red Hat, Xxxxxx Xxxxxx, Sequoia Partners, Sequoia Fund, NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS), and the approval of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(dand Xxxxxxxx (so long as Xxxxxxxx has a designation right). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to designation of the Shareholder under director by the Cristal Shareholders Agreement. Nothing in this Section 9(d) Group C Stockholders shall be construed as an admission that determined by the Shareholder is, Group C Stockholders holding 65% or more of the outstanding Stock held by all of the Group C Stockholders (excluding for the purposes of sections 13(dsuch calculation Norwest, Red Hat, Xxxxxx Xxxxxx, Sequoia Partners, Sequoia Fund, NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS, who do not have a right to designate a director, and also excluding Xxxxxxxx for so long as Xxxxxxxx has a right to designate a director, and thereafter upon the approval of Group C Stockholders (including Xxxxxxxx) or 13(g) holding at least 65% of the Exchange ActStock held by the Group C Stockholders. In order to ensure that the shares of Stock of the Company are voted in the manner consistent with the foregoing paragraph, each Stockholder hereby irrevocably appoints: (i) the Beneficial Owner Group B Stockholder, as proxy with full power of substitution, to vote (by written consent or otherwise) any and all shares of the capital stock of the Company held or owned by or standing in the name of such Stockholder on the Company’s books, as well as any additional shares or other securities issued to such Stockholder which are derivative of the Stock, whether as a result of any stock-split, reorganization, recapitalization, merger or other business transaction, for the purpose of electing five (5) directors of the Company in a manner consistent with the foregoing paragraph; (ii) Xxxxxxxx, as proxy with full power of substitution, to vote (by unanimous written consent or otherwise) any and all shares of the capital stock of the Company held or owned by or standing in the name of such Stockholder on the Company’s books, as well as any additional shares or other securities issued to such Stockholder which are derivative of the Stock, whether as a result of any stock-split, reorganization, recapitalization, merger or other business transaction, for the purpose of electing one (1) director of the Company in a manner consistent with the foregoing paragraph; and (iii) the designee of the Group C Stockholders chosen by the Group C Stockholders holding not less than 65% of the Shares that may be Beneficially Owned held by Cristal all of the Group C Stockholders (but, excluding Norwest, Red Hat, Xxxxxx Xxxxxx, Sequoia Partners, Sequoia Fund, NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS), as proxy with full power of substitution, to vote (by unanimous written consent or otherwise) any and all shares of the capital stock of the Company held or owned by or standing in the name of such Stockholder on the Company’s books, as well as any additional shares or other securities issued to such Stockholder which are derivative of the Stock, whether as a result of any stock-split, reorganization, recapitalization, merger or other business transaction, for the purpose of electing two (2) directors of the Company in a manner consistent with the foregoing paragraph. This irrevocable proxy is coupled with an interest and is binding upon the Stockholders and any transferee of the Stockholders. This proxy shall terminate at such time or times that the Shareholder has formed a Section 13(drights to designate and elect directors terminate (whether by express waiver or otherwise) Group in accordance with Cristal. Save in respect the terms of this Section 9(d)Article VII. To the extent this proxy and voting agreement terminate, this Deed Norwest shall not be construed have an irrevocable proxy to give vote the Shares of NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS (and any beneficiary transferee of any of them) at all meetings of the Cristal Shareholders Agreement shareholders of the Company. This irrevocable proxy is coupled with an interest and is binding upon NVP, Xxxxxxxx, Xxxxxx, Parrick, Powers, Xxxxxx and WS and any consent or third-party rights under transferee of them. The term of this Deed. Cristal proxy shall have third party rights to enforce this Section 9(dlast for ten (10) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)years.

Voting Agreement. (a) The Shareholder agrees to procure IFC Parties agree that all from and after the date hereof until the earlier of (1) the Merger Time, (2) termination of the Shares Itaú/CorpBanca Transaction Agreement or (3) January 29, 2016, at one or more properly constituted extraordinary meetings of the Company shareholders, for which it Beneficially Owns are voted as necessary the IFC Parties have received notice and the agenda in the manner and time periods set forth in the Existing IFC Agreements (or in connection with a written consent of the holders of Company common stock in lieu thereof), the IFC Parties will attend the meeting (or cause duly empowered representatives to ensure that at each general meeting at which an election attend the meeting) in person or by proxy and vote (or cause duly empowered representatives to vote) in person or by proxy their shares of directors is heldCompany common stock in favor of the CB Transactions; provided that, if both (i) an alternative proposal for a merger, stock purchase, reorganization or other similar extraordinary transaction to the number of Exxaro Directors set forth in Section 9(b)(ii) CB Transactions is elected and presented to CorpBanca shareholders at such extraordinary shareholder meeting that the directors nominated by the Shareholder become Exxaro Directors, IFC Parties determine is more favorable and (ii) the number IFC Parties determine, after consultation with their legal advisors, that the failure to vote in favor of “Shareholder Nominees” such alternative proposal would not be in compliance with the IFC Parties' policies, legal obligations, fiduciary duties or other similar requirements, then the IFC Parties will attend the meeting (or cause duly empowered representatives to attend the meeting) in person or by proxy, but may vote (or cause duly empowered representatives to vote) in person or by proxy their shares of Company common stock in favor of such alternative proposal. (b) If the Chilean Merger has not occurred by January 29, 2016, the IFC Parties may terminate the voting agreement provided in this Section 5.07 by written notice to the Itaú Parties and Corp Group Parties to that effect. If the Chilean Merger has not occurred by January 29, 2016 and the parties to the Itaú/CorpBanca Transaction Agreement agree to extend the "Termination Date" as such term is defined thereunder, the IFC Parties will act reasonably and consider providing an extension of the voting agreement provided in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is this Section 5.07 for a reasonable additional period of time. Except as expressly set forth herein, the voting agreement provided for in this Section 4.4 of 5.07 is irrevocable and may not be terminated. (c) The IFC Parties may also terminate the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as voting agreement provided in this Section 5.07 if the Cristal Shareholders Agreement; and (ii) any vacancies created by Itaú/CorpBanca Transaction Agreement or the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Itaú Corp Group Shareholders Agreement shall be filled pursuant have been amended prior to the provisions of Section 4.4 Merger Time without the written consent of the Cristal Shareholders Agreement. The Shareholder agrees IFC Parties (with the IFC Parties agreeing to execute any written consents required act reasonably in determining whether or not to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17grant such consent).

Voting Agreement. The Shareholder (a) At each annual or special stockholders meeting called for such purpose, and whenever the stockholders of the Company act by written consent with respect to election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of all shares of capital stock of the Shares Company (whether now or hereafter acquired) owned by such Stockholder or as to which it Beneficially Owns are voted as such Stockholder is entitled to vote, and the Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an cause the election to the Board of directors is held, Directors of the Company (i) the number CHIEF EXECUTIVE OFFICER of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro DirectorsCompany, and which individual will initially be Donald Steen; (ii) the number of “Shareholder Nominees” (for so long as such term is defined in the separate Shareholders AgreementFFT PARTNERS I, to be entered into (the “Cristal Shareholders Agreement”)L.P. and FFT Executixx Xxxxxxxx I, between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited L.P. (together, “Cristal”"FFT Partners") that is set forth in Section 4.4 collectively maintain ownership of not less than 50% of the Cristal Shareholders securities purchased by FFT Partners under the Securities Purchase Agreement dated as of October 26, 1998 among the Company and the several other parties named therein (or securities into which such securities are elected converted, exchanged or reclassified), ONE INDIVIDUAL DESIGNATED BY FFT PARTNERS and such Shareholder Nominees become directors which individual shall be acceptable to WCAS in its reasonable discretion. Such individual shall be appointed to the Board of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may Directors on or before October 30, 1998 and Carlos Ferrer shall be removed from office except as provided in the Cristal Shareholders AgreementFFT Partners' initial designee; and (iiiii) any vacancies created by the resignation, removal or death of a director elected pursuant for sx xxxx xx Xxxlor Health Services ("Baylor") and entities to which Baylor may transfer its membership interest in Texas Health Ventures Group L.L.C. ("THVGl") under Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g4.1(a) of the Exchange ActSecond Amended and Restated Regulations of THVGl dated as of June 1, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed 1999 (each such entity being a Section 13(d) Group with Cristal. Save in respect of this Section 9(d"Permitted Baylor Transferee"), this Deed shall collectively maintain ownership of not be construed to give any beneficiary less than 50% of the Cristal Shareholders outstanding principal of the Convertible Subordinated Promissory Note (the "Note") issued to Baylor under the Contribution and Purchase Agreement any consent dated as of May 11, 1999 among Baylor and the several other parties named therein (or third-party rights under this Deed50% of the aggregate securities into which the Note, directly or indirectly, is converted, exchanged or reclassified), ONE INDIVIDUAL DESIGNATED BY BAYLOR who is an officer of Baylor Health Care System at or above the level of senior vice president. Cristal Such individual shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition appointed to the consent required Board of Directors on or before June 2, 1999 and Boone Powell shall be Baylor's initial designee. (b) The Board xx Xxxxxxxxx shall meet on at least a quarterly basis unless otherwise agreed by Section 17)the Board. The Company will reimburse all such directors for travel expenses reasonably incurred in connection with attending meetings of the Board.

Voting Agreement. The Shareholder (a) Each Stockholder agrees that, for a period from and including the date hereof and to procure that and including April 30, 2018, he or she will vote the shares of Common Stock now owned and hereafter acquired by him or her and all other shares of the Shares Common Stock with respect to which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is heldhe or she has or shares, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directorshereafter may have or share, voting power and (ii) shares of Common Stock hereafter transferred by a Stockholder pursuant to Section 3(a)(ii)) (the "Voting Shares"), with respect to all matters submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation, or pursuant to a written consent in lieu thereof, as directed by the Stockholders' Committee (as hereinafter defined). (b) A committee of four persons (the "Stockholders' Committee") is hereby appointed for the purpose of directing the voting by the Stockholders of the Voting Shares upon all matters which may be submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation or pursuant to a written consent in lieu thereof. The initial members of the Stockholders' Committee shall be Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of the Stockholders' Committee (other than Xxx Xxxxxxxx) such member shall be succeeded on the Stockholders' Committee (and each successor shall be succeeded) by the person whose name is listed next following such member's or successor's name on Schedule C hereto. In the event of the death, mental or physical incapacity or unwillingness to serve of any member (other than Xxx Xxxxxxxx) and all successors to such member, the remaining members of the Stockholders' Committee shall fill the vacancy thereby created. In the event of the death, mental or physical incapacity of Xxx Xxxxxxxx, or Xx. Xxxxxxxx'x unwillingness to serve as a member of the Stockholders' Committee, the vacancy created thereby shall not be filled and the number of “Shareholder Nominees” persons comprising the entire Stockholder's Committee shall contemporaneously therewith be reduced to three persons. (as such term is defined c) The presence in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 person or by proxy of at least two-thirds of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors members of the CompanyStockholders' Committee shall constitute a quorum for the transaction of business. The Shareholder also agrees to procure that all vote of at least two-thirds of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 members of the Cristal Shareholders Agreement may Stockholders' Committee, or the unanimous written consent of all members without a meeting, shall be removed from office except as provided the act of the Stockholders' Committee. The Stockholders' Committee shall notify each Stockholder in writing of all decisions of the Cristal Shareholders Agreement; Stockholders' Committee. (d) In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of a Group Designee, such Group Designee shall be succeeded (and (iieach successor shall be succeeded) any vacancies created by the resignationperson whose name is listed next following such Group Designee's or successor's name on Schedule D hereto. In the event of the death, removal mental or death physical incapacity or unwillingness to serve of any Group Designee and all successors to such Group Designee, the members of the applicable Stockholder Group, by a vote of a director elected pursuant to Section 4.4 majority of the Cristal Shareholders Agreement shares of Common Stock owned by such Stockholder Group, shall be filled pursuant to fill the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)vacancy thereby created.

Voting Agreement. The Shareholder agrees to procure that (a) Each holder of Stockholder Shares shall vote all of such holder’s Stockholder Shares and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a stockholder, director or officer of the Shares which it Beneficially Owns are voted as Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) and the Company shall take all necessary to ensure that at each general meeting at which an election and desirable actions within its control (including, without limitation, calling special meetings of directors is held, the Board and stockholder meetings) so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(ii) is elected and directors on the directors nominated Board shall be established by the Shareholder become Exxaro Directorsholders of a majority of the Xxxx Shares (the “Xxxx Holders”), and which authorized number of directors shall initially be five; (ii) a number of persons designated by the Xxxx Holders shall be elected to the Board (which number shall initially be five), which depending upon the number of directors that the Xxxx Holders elect to designate from time to time may, at their election, constitute at least a majority of the Board; (iii) at all times, the composition of the board of directors of each of the Company’s Subsidiaries, if any (each, a “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders AgreementSub Board”), between shall be the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) same as that is set forth in Section 4.4 of the Cristal Shareholders Agreement are Board, unless otherwise approved by the Xxxx Holders; (iv) any committee or subcommittee of the Board or any Sub Board (including any compensation committee or compensation subcommittee) shall be created only upon the approval of the Xxxx Holders and at least a majority of the members of such committee shall consist of members of the Board or such Sub Board designated by the Xxxx Holders pursuant to Section 1(a)(ii) above. (b) The removal from the Board (with or without cause) of any person designated under Section 1(a) above by the Xxxx Holders shall be at the written request of the Xxxx Group and only upon such written request and under no other circumstances (except as otherwise required by law). (c) In the event that any person designated under Section 1(a) above by the Xxxx Holders for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall be filled by the Xxxx Group. (d) If any party eligible to designate a member of the Board under Section 1(a) above fails to so designate, the individual previously holding such position shall be elected and to such Shareholder Nominees become directors position, unless such individual has been removed as a member of the Board or fails or declines to serve. (e) In the event that any provision of the Company. The Shareholder also agrees to procure that all ’s bylaws or Certificate of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) Incorporation is inconsistent with any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations provision of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act1, the Beneficial Owner of any Shares that Company and the Stockholders shall take such action as may be Beneficially Owned by Cristal necessary to amend any such provision in the Company’s bylaws or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect Certificate of this Section 9(d), this Deed shall not be construed Incorporation to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)remedy such inconsistency.

Voting Agreement. The Shareholder Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that, to procure the extent that the WLR Group in the aggregate Beneficially Owns Excess Shares, such Person shall vote any and all Excess Shares Beneficially Owned by it, or cause any such shares to be voted (in each case to the extent such Common Stock Beneficially Owned by it or them is eligible to so vote), in the same proportion as the votes of all shareholders of the Company (other than the members of the WLR Group), present in person or by proxy at the meeting or by written consent. Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee, on behalf of itself and each other member of the WLR Group, hereby constitutes and appoints the President and Secretary of the Company, and each of them, with full power of substitution, as its proxies to represent and to vote all of the Excess Shares which it Beneficially Owns in accordance with the terms and provisions of this Section 4.9. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the members of the WLR Group in connection with the transactions contemplated by this Agreement, the Warrant Agreement and the Credit Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7.1. None of WLR-IV, Parallel Employee Fund or any Permitted Transferee, on behalf of itself and each other member of the WLR Group, shall hereafter, unless and until this Agreement terminates or expires pursuant to Section 7.1, grant any other proxy or power of attorney with respect to any of the Excess Shares, deposit any of the Excess Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person to vote, grant any proxy or give instructions with respect to the voting of any of the Excess Shares, in each case, except as is consistent with the terms of this Section 4.9. Any shares of Common Stock that are voted in excess of the WLR Grandfathered Percentage (as necessary defined in the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to ensure that at each general meeting at which an election any later amendment thereof) (a) under the circumstances described in paragraph (F) of directors is held, Section 1(a)(y) of the Stockholder Rights Agreement (i) but only to the number of Exxaro Directors extent set forth in Section 9(b)(iiclause (2) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and proviso to such Shareholder Nominees become directors paragraph (F)) or (b) as a result of the Company. The Shareholder also agrees to procure that all application of the provisions of Section 6.3, shall, in each case, constitute Excess Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; for purposes hereof and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant subject to the provisions of this Section 4.4 4.9, so long as required in order for a member of the Cristal Shareholders Agreement. The Shareholder agrees WLR Group to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement avoid being deemed an “Acquiring Person” for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) the Stockholder Rights Agreement as amended as of the Exchange Act, the Beneficial Owner of date hereof and without giving effect to any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no later amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)thereof.

Voting Agreement. The Shareholder (a) Subject to Section 1(g), from and after the Closing Date, at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, each Stockholder agrees to procure that vote or otherwise give such Stockholder's consent in respect of Voting Securities (whether now or hereafter acquired) owned by such Stockholder, and take all of other appropriate action, and the Shares which it Beneficially Owns are voted as Company shall take all necessary and desirable actions within its control, in order to ensure that at each general meeting at which an election of directors is held, cause: (i) the authorized number of Exxaro Directors directors of the board of directors of the Company (the "Board") to be established at nine, to be designated as follows: (A) at least two directors who would qualify as independent within the meaning given to such term under the rules of the Nasdaq National Market ("NASDAQ") or the principal exchange or quotation system on which the Common Stock is listed or traded (each, together with any director referred to in the provisos to Section 1(a)(i)(E), 1(a)(i)(F) and 1(a)(i)(G), an "INDEPENDENT DIRECTOR"); PROVIDED that each Independent Director shall be reasonably acceptable to the Required Purchasers (as defined in the Funding Agreement); (B) Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII") shall desxxxxxx xwo xxxxxtors and Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS IX") shall designate one xirexxxx, in each case for so long as the WCAS Purchasers beneficially own at least 20% of the shares of Common Stock beneficially owned by them immediately following the Closing; (C) WCAS VIII shall designate one director and WCAS IX shall designate one director, in each case for so long as the WCAS Purchasers beneficially own at least 10% but less than 20% of the shares of Common Stock beneficially owned by them immediately following the Closing; (D) WCAS VIII or WCAS IX shall designate one director (which designation right shall be allocated between them as they shall mutually agree) for so long as the WCAS Purchasers beneficially own at least 5% but less than 10% of the shares of Common Stock beneficially owned by them immediately following the Closing; (E) TPC shall designate one director until such time as (i) TPC has Transferred at least 50% of the shares of Common Stock beneficially owned by TPC on the Closing Date or (ii) TPC ceases to beneficially own at least 1% of the outstanding Common Stock of the Company (calculated on a Fully-Diluted Basis); PROVIDED that, if TPC loses the right to designate a director pursuant to this Section 1(a)(i)(E), any director replacing the director formerly designated by TPC shall meet the qualifications set forth in Section 9(b)(ii1(a)(i)(A) is for an Independent Director (including being reasonably acceptable to the Required Purchasers) and shall thereafter be deemed to be an Independent Director for all purposes of this Agreement; (F) SBCT shall designate one director until such time as (i) SBCT has Transferred (including any Transfer to its members) at least 50% of the shares of Common Stock beneficially owned by SBCT on the Closing Date or (ii) SBCT ceases to beneficially own at least 2% of the outstanding Common Stock of the Company (calculated on a Fully-Diluted Basis); PROVIDED that, if SBCT loses the right to designate a director pursuant to this Section 1(a)(i)(F), any director replacing the director formerly designated by SBCT shall meet the qualifications set forth in Section 1(a)(i)(A) for an Independent Director (including being reasonably acceptable to the Required Purchasers) and shall thereafter be deemed to be an Independent Director for all purposes of this Agreement; (G) Steven Shindler; PROVIDED that upon the resignation xx xxxxxxx xx Mr. Shindler, any director replacing Mr. Shindler sxxxx xxxx xxe qualifications set forth in Xxxxxxx 1(a)(i)(A) for an Independent Director (including being reasonably acceptable to the Required Purchasers) and shall thereafter be deemed to be an Independent Director for all purposes of this Agreement; and (H) the Chief Executive Officer of the Company (initially Stephen H. Clark); all of which persons shall hold xxxxxx, xxxxxxx to their earlier removal in accordance with clause (ii) below, the By-laws of the Company and applicable corporate law, until their respective successors shall have been elected and the directors nominated by the Shareholder become Exxaro Directors, and shall have qualified; (ii) the number removal from the Board (with or without cause) of “Shareholder Nominees” any director elected in accordance with subpart (A) through (F) of clause (i) above upon the written request of the Stockholders that designated such director; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by the Stockholder that designated such individual (or, in the case of a director specified in subpart (H) of clause (i) above, an individual meeting such qualifications). (b) Subject to Section 1(g), from and after the Closing Date, each Stockholder agrees to use its best efforts to cause its designees to the Board to vote or otherwise give such designee's consent to: (i) the creation and maintenance of a Compensation Committee of the Board consisting of three directors, one of whom shall be a director designated by a WCAS Purchaser pursuant to Section 1(a) above (a "WCAS DESIGNEE"), which Compensation Committee shall approve all grants of stock options to employees of the Company, all increases in compensation and all annual bonuses granted to officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company, and shall have such other duties and responsibilities as the Board may from time to time determine; (ii) the creation and maintenance of an Audit Committee of the Board, consisting of three directors, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company's independent certified public accountants, and shall have such other duties and responsibilities as the Board may from time to time determine; PROVIDED that one WCAS Designee shall be appointed to the Audit Committee for so long as such WCAS Designee is "independent" within the meaning of the rules and regulations of NASDAQ or, if such WCAS Designee is not so "independent", for so long as such WCAS Designee may be appointed to such Committee pursuant to NASDAQ Rule 4350(d)(2)(B), as amended from time to time; (iii) the creation and maintenance of such other committees as the Board shall from time to time deem appropriate, consisting of at least two directors, at least one of whom shall be a WCAS Designee, which committees shall have such duties and responsibilities as the Board may from time to time determine; and (iv) the election of Lawrence B. Sorrel (or such other person as may be designatex xx xxx XXXX Xxxxhasers) as Chairman of the Board and Chairman of the Executive Committee of the Board, if any. (c) For as long as either SBCT or TPC shall be entitled to designate a director pursuant to this Section 1, such party shall be entitled to have a representative attend as an observer all meetings of committees of the Board and receive all notices, information or other materials distributed to the members of any such committee at the same time and in the same manner as so distributed. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to Voting Securities held by it, nor shall any Stockholder enter into any stockholder agreement or arrangement of any kind with respect to Voting Securities held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement. (e) No limitation on the voting or consent rights of Regulated Entities (as defined in the Third Amended and Restated Certificate of Incorporation as such term certificate is defined in the separate Shareholders Funding Agreement) shall affect the voting or consent rights of any party under this Agreement. (f) Until such time as the ownership of Common Stock held by the Trimaran Purchasers and the CIBC Purchasers, to be entered into in the aggregate, shall fall below 2% of the outstanding Common Stock of the Company (the “Cristal Shareholders Agreement”calculated on a Fully-Diluted Basis), between and subject to Section 1(g), the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 CIBC Purchasers shall have the right to designate a representative to attend as an observer all meetings of the Cristal Shareholders Agreement are elected Board and such Shareholder Nominees become directors to receive all notices distributed to members of the CompanyBoard at the same time and in the same manner as so distributed. The Shareholder also agrees Company shall provide such observer with such information as the observer shall reasonably request. (g) Unless earlier terminated as to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except any Stockholder as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignationabove, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance 1 shall terminate on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder isFebruary 1, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)2008.

Voting Agreement. The Shareholder agrees to procure that all Upon termination of the obligations of Leeds under Section 3(a) of that certain Amended and Restated Stock Repurchase Agreement dated June 11, 1996 by and among the Company, Xxxxxx CMG, Inc., Leeds and Xxxx X. Xxxxx, each Shareholder shall vote, or cause to be voted, the Shares owned or controlled by him or it in favor of 5 nominees for director designated by Leeds, on the one hand, and 4 nominees for director designated by Xxxxxxxxx, on the other hand. Pursuant to the foregoing, each Shareholder shall vote all Shares held by such Shareholder and all Shares as to which it Beneficially Owns are voted such Shareholder has voting power, and shall cause to be taken all such other actions within such Shareholder's power and authority as necessary may be required: (a) to ensure that at each general meeting at which an election cause to be elected or appointed to the Board of directors is held, (i) Directors of Newco the above number of Exxaro Directors set forth nominees designated by the other Shareholder; (b) to forthwith remove any director so designated by the other Shareholder when such removal is requested, for any reason, with or without cause, by such Shareholder, and in Section 9(b)(ii) is elected and the directors nominated case of the death, resignation, or removal of a director who was designated by a group, to elect a replacement for such director as designated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as who designated such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreementdirector; and (iic) to use such Shareholder's best efforts to prevent any vacancies created action from being taken by the Board of Directors of Newco during the pendency of any vacancy due to such death, resignation, or removal or death of a director elected pursuant to Section 4.4 of who was designated by the Cristal Shareholders Agreement shall be filled pursuant to other group unless the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal group who designated such director shall have third party rights failed for a period of ten (10) days after receipt from Newco of written notice of such vacancy to enforce this Section 9(ddesignate a replacement; and (d) and to cause the Board of Directors of Newco to be comprised of no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)less than 9 directors.

Voting Agreement. The Shareholder Each Stockholder hereby agrees that, if at any time he or she is entitled to procure that vote on any matter submitted to the stockholders of PR, he or she shall vote all of the Shares which he or she is entitled to vote (or execute proxies or written consents, as the case may be) and take all other necessary action to cause any Shares he or she is entitled to vote to be voted in the manner directed by the Majority Stockholder (as defined below). Each Stockholder hereby agrees that it Beneficially Owns are voted will not vote any Shares (or execute proxies or written consents, as necessary the case may be) except as directed by the Majority Stockholder pursuant to ensure that the preceding sentence. As used in this Agreement, "Majority Stockholder" means, at each general meeting at which an election of directors any time, with respect to any matter, whichever Stockholder is heldentitled to vote the most Shares (without giving effect to this Agreement) on such matter. Notwithstanding anything contained elsewhere herein to the contrary, (i) neither this Agreement nor the number proxies granted pursuant to the next section apply to any matter covered by the Voting Agreement dated as of Exxaro Directors set forth in Section 9(b)(ii) is elected November 14, 2000 between Verizon Wireless, Inc., Xxxxxx Xxxxx and Xxx Xxxxxxxx and the directors nominated Voting Agreement dated as of March 30,2001 between Verizon Wireless, Inc., Xxxxxxxxx Xxxxxxx and Xxx Xxxxxxx, by Xxxxxx Xxxxxxx as guardian of their property, and Xxxx Xxxxx and Xxxx Xxxxx, by Xxxxxx Xxxxx as guardian of their property, (collectively, the Shareholder become Exxaro Directors, "Verizon Voting Agreements") and (ii) at any time when the Majority Stockholder is Xxxxxx Xxxxx and the shares of PR common stock owned by Xxxxxx Xxxxx or a family member of Xxxxxx Xxxxx that he has the authority to vote (including the Shares subject to this Agreement) exceed 19.9% of the outstanding shares of PR common stock, then at all such times but only at such times (x) a number of “Shareholder Nominees” (as Shares of Xxxxxxxxx Xxxxxxx equal to 25% of such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed excess shall not be construed subject to give any beneficiary Sections 1.01 or 1.02 of the Cristal Shareholders this Agreement any consent and (y) a number of Shares of Xxx Xxxxxxx equal to 25% of such excess shall not be subject to Sections 1.01 or third-party rights under 1.02 of this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Agreement.

Voting Agreement. The From the date of this Agreement and ending on the earliest of (i) the date the Merger Agreement is terminated in accordance with its terms, (ii) the first date immediately following the date on which the Company's shareholders have adopted the Merger Agreement, (iii) the date on which the Merger Agreement is amended, or any provision thereof is waived, in either case in a manner that reduces the consideration payable to the Shareholder or is materially adverse to the Shareholder, provided, that Shareholder shall notify Parent of his determination that the Termination Date has occurred under this clause (iii), within three business days after he first receives written notice hereunder of the execution of any such modification or waiver, setting forth, in reasonable detail, the basis for his determination, (iv) the date on which Purchaser or Parent is in material violation of the terms of this Agreement, (v) the date on which the Board of Directors of the Company has modified or withdrawn the Company Board Recommendation pursuant to Section 5.07(c) or Section 5.07(e) of the Merger Agreement and (vi) the Final Termination Date (as defined in the Merger Agreement) (the earliest of such dates, the "Termination Date"), the Shareholder hereby agrees to procure that vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which it Beneficially Owns are voted as necessary such Shareholder is entitled to ensure vote (or to provide his written consent thereto), at any annual, special or other meeting of the shareholders of the Company, and at any adjournment or adjournments or postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise: (a) in favor of the Merger and the approval and adoption of the Merger Agreement; and (b) except for all such actions that at each general meeting at which an election the Company or its Board of directors Directors is heldpermitted to take under the Merger Agreement, against (i) an Acquisition Proposal, other than the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro DirectorsMerger, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) any vacancies created action or agreement (including, without limitation, any amendment of any agreement) that would result in any condition to the consummation of the Merger set forth in the Merger Agreement not being capable of being fulfilled, (iii) any action that would result in a change in those persons constituting a majority of the Board of Directors of the Company, other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the resignation, removal or death incumbent Board of a director elected pursuant to Section 4.4 Directors of the Cristal Shareholders Agreement shall be filled pursuant Company (in which case he agrees to vote for the provisions slate proposed by the incumbent Board) or (iv) any action that would materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transactions contemplated by the Merger Agreement. Except as expressly set forth in this Agreement, the Shareholder may vote his Shares in his discretion on all matters submitted for the vote or consent of Section 4.4 shareholders of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Company.

Voting Agreement. (a) The Shareholder agrees to procure that L&H Control Group shall ---------------- take all of the Shares which it Beneficially Owns are voted as actions necessary to ensure that vote all the L&H Shares entitled to vote and owned or held of record by the L&H Control Group at each general any annual or special stockholders meeting at which an one or more directors are elected in favor of, or shall take all actions by written consent in lieu of any such meeting necessary to cause, the election of directors Xxxxx to the Board, so long as Xxxxx is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, entitled to be entered into (nominated as a member of the “Cristal Shareholders Agreement”), between Board pursuant to this Article II. If the L&H Control Group shall refuse to vote the L&H Shares as provided in this Section 2.03(a) at any meeting of stockholders of the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. or shall refuse to give its written consent in lieu of a meeting, thereupon, without further action by the Principal Stockholders, Xxxxx shall be, and The National Titanium Dioxide Company Limited (togetherhereby is, “Cristal”) that is set forth in Section 4.4 irrevocably constituted the attorney-in-fact and proxy of the Cristal Shareholders Agreement L&H Control Group solely for the purpose of voting, and shall vote such L&H Shares at such meeting as provided in this Section 2.03(a) or give such consent, as the case may be. In connection herewith, the L&H Control Group agrees to execute such proxy documents as may be necessary to comply with the provisions of Article 74, Section 2 of the Belgium Coordinated Laws on Commercial Companies (the "BCLCC"). ----- (b) The Principal Stockholders shall take all actions necessary to vote all the Stockholder Shares entitled to vote and owned or held of record by the LLCs or the Principal Stockholders at any annual or special stockholders meeting at which one or more directors are elected and in favor of, or shall take all actions by written consent in lieu of any such Shareholder Nominees become directors meeting necessary to cause, the election of the designees of the L&H Control Group to the Board, so long as Xxxxx is entitled to attend meetings of the Board pursuant to Section 2.01(a) hereof or is entitled to be nominated as a member of the Board pursuant to this Article II. If the LLCs or the Principal Stockholders shall refuse to vote the Stockholder Shares as provided in this Section 2.03(b) at any meeting of stockholders of the Company. The Shareholder also agrees , or shall refuse to procure that all give its written consent in lieu of a meeting, thereupon, without further action by the L&H Control Group, any representative of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 L&H Control Group shall be, and hereby is, irrevocably constituted the attorney-in-fact and proxy of the Cristal Shareholders Agreement may be removed from office except LLCs and the Principal Stockholders for the purpose of voting, and shall vote such Stockholder Shares at such meeting as provided in this Section 2.03(b) or give such consent, as the Cristal Shareholders Agreement; case may be. In connection therewith, the LLCs and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant Principal Stockholders agree to Section 4.4 of the Cristal Shareholders Agreement shall execute such proxy documents as may be filled pursuant necessary to comply with the provisions of Article 74, Section 4.4 2 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)BCLCC.

Voting Agreement. The Shareholder agrees to procure that all of After due consultation between Dentsu and Madame Badinter, Dentsu shall vote its Publicis Shares as directed by Madame Badinter on the Shares which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is held, following matters: (i) any decision to amend the By-Laws to change Publicis' corporate name or registered office, the number of Exxaro Directors Members of the Supervisory Board, the number of Members of the Directorate, the duration of the terms in office of any such members, and the number of qualifying Publicis Shares required to be owned by any such member, provided that in the case of a change in the number of Members of the Supervisory Board (A) such amendment shall be consistent with Dentsu's right to have a number of Dentsu Members as set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors3.1(a)(vi), and (iiB) Madame Badinter shall vote her Publicis Shares so as to elect, at the shareholders' meeting of Publicis approving such amendment to the By-Laws, the number of “Shareholder Nominees” (as such term is defined Dentsu Members called for by Section 3.1(a)(vi) in accordance with the separate Shareholders provisions of this Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and ; (ii) any vacancies created by the resignationmerger, removal consolidation or death similar business combination of Publicis with or into any other Person as a director elected pursuant result of which those shareholders who were shareholders of Publicis immediately prior to Section 4.4 such business combination shall have a majority of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 outstanding votes and share capital of the Cristal Shareholders Agreement. The Shareholder agrees surviving Person in such business combination; (iii) declaration of dividends, so long as Madame Badinter directs Dentsu to execute any written consents vote in favor of reasonable dividends, it being agreed that Dentsu shall only be required to effectuate vote in favor of declaration of dividends with respect to any fiscal year if the obligations aggregate amount of this Section 9(ddividends distributed for such fiscal year (after giving effect to such declaration of dividends) shall not exceed 40% of Publicis' distributable profits for such fiscal year; (iv) share capital increases (through issuance of Securities) to which Dentsu is entitled to subscribe by exercising preemptive rights (droit preferentiel de souscription) or equivalent rights that would entitle Dentsu to subscribe to such share capital increase (through issuance of Securities) on the same terms and in the same quantity as if it were exercising preemptive rights ("EQUIVALENT RIGHTS"). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking , provided that the share capital increases referred to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d4.1(iv) with respect to which Madame Badinter may direct Dentsu to vote shall be construed as an admission that not exceed in the Shareholder is, for the purposes of sections 13(d) or 13(g) aggregate 10% of the Exchange Actoutstanding share capital of Publicis as constituted as of March 7, 2002 (i.e., 5,591,274 euros); and (v) reductions of share capital of Publicis resulting from cancellation of Publicis Shares pursuant to Publicis' stock repurchase program, unless such reduction of share capital of Publicis in the Beneficial Owner reasonable opinion of any Dentsu would result in Dentsu's being required to launch a tender offer for Publicis Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)and/or Securities.

Voting Agreement. The Shareholder agrees to procure that all 2.1 On and from the Execution Date (unless and until this Deed terminates in accordance with Clause 6 below) and, if Completion occurs, from Completion and until the date on which: (a) following Completion and if and until P2 Option Completion occurs, the number (accounting for any subdivision, consolidation, redenomination or other reorganisation of the Company’s share capital from time to time) of Class A Shares which it Beneficially Owns are voted as necessary legally and beneficially owned by Richemont and its Affiliates (excluding the Tranche 3 Consideration Shares, to ensure that at each general meeting at which the extent issued) is less than a number equal to the aggregate of the Tranche 1 Consideration Shares and the Tranche 2 Consideration Shares (the “First Tranche Shares”); and (b) if P2 Option Completion has occurred, the number (accounting for any subdivision, consolidation, redenomination or other reorganisation of the Company’s share capital from time to time) of Class A Shares legally and beneficially owned by Richemont and its Affiliates (excluding the Tranche 3 Consideration Shares, to the extent issued) is less than an election amount equal to the aggregate of directors is held, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directors, First Tranche Shares; and (ii) the number ||| of “Shareholder Nominees” (as such term is defined in Class A Shares issued to Richemont and its Affiliates pursuant to the separate Shareholders Agreement, to be entered into relevant P2 Option (the “Cristal Shareholders AgreementSecond Tranche Shares”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. Shareholders agree (y) not to Transfer any Class A Shares or Class B Shares held by the Shareholders; and The National Titanium Dioxide Company Limited (together, “Cristal”z) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all none of their respective Affiliates or Permitted Transferees Transfer any Class A Shares or Class B Shares held by such Affiliates or Permitted Transferees, in each case to the Richemont Competitor. 2.2 On and from the Execution Date and for so long as any class of shares of the Shares which it Beneficially Owns are voted Company is listed on a recognised stock exchange: (a) each of the Shareholders agree with the Company to exercise, and to procure that any of their respective Affiliates exercise, all voting rights held by them and attaching to the shares they hold in the Company (to the extent possible by the exercise of such voting rights and otherwise as necessary restricted by Law) so as to ensure that vote in favour of any shareholder resolution of the Company proposed by the Board for the purpose of authorising or facilitating (i) no director elected any increase in the authorised share capital of the Company necessary for the purpose of issuing the Consideration Shares pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Share Purchase Agreement; and (ii) the Company’s obligations arising in connection with the exercise of any vacancies created P2 Option in accordance with the terms, and subject to the conditions of, the Shareholders’ Agreement; and (b) the Founder Shareholder agrees with the Company to do all such things as are in his reasonable control to convene a general meeting of shareholders of the Company to the extent necessary for the shareholders of the Company to authorise and facilitate the Company’s consummation of any P2 Option. 2.3 On and from Completion and for so long as any class of shares of the Company is listed on a recognised stock exchange, Richemont agrees with the Company to exercise, and to procure that any of its Affiliates exercise, all voting rights held by them and attaching to the shares they hold in the Company (to the extent possible by the resignationexercise of such voting rights and otherwise as restricted by Law) so as to: (a) vote in favour of any shareholder resolution of the Company to appoint the Founder Shareholder to the Board; (b) vote with the Founder Shareholder: (i) in respect of any shareholder resolution of the Company to remove or appoint any members of the Board (including for the avoidance of doubt, removal or death any shareholder resolution of the Company to fix the maximum and/or minimum number of directors to be appointed to the Board) and, excluding, for the avoidance of doubt, any shareholder resolution of the Company to remove any incumbent Richemont NXX; (ii) in connection with the requisitioning of a director elected pursuant to Section 4.4 general meeting of shareholders of the Cristal Shareholders Agreement shall be filled Company; and (iii) in respect of any shareholder resolution of the Company (including, for the avoidance of doubt, any special shareholder resolutions of the Company) as required by Law or pursuant to the provisions Company’s articles of Section 4.4 association, to amend and restate the Company’s memorandum of association or articles of association, provided that such amendment does not, in the reasonable opinion of Richemont, adversely affect the rights attaching to the shareholding of Richemont and/or any of its Affiliates in the Company. ||| 2.4 Subject to Clause 2.5, on and from P2 Option Completion: (a) the Company agrees with Richemont that Richemont shall be entitled to nominate one non-executive director (being, for the avoidance of doubt, a director that is not an executive director or executive officer of either the Company and/or its Affiliates or Richemont and/or its Affiliates) (the “Richemont NXX”) for appointment to the Board, in each case subject to the approval of the Cristal Shareholders Agreement. The Shareholder Company nominating and corporate governance committee (such approval not to be unreasonably withheld); (b) the Company agrees with Richemont that, in the event that the appointment of a Richemont NXX is not approved by the Company nominating and corporate governance committee, or is otherwise not appointed, or in the event of the resignation or removal of a Richemont NXX, Richemont shall be entitled to nominate an alternative Richemont NXX for appointment to the Board pursuant to Clause 2.4(a); and (c) provided that the appointment of a Richemont NXX to the Board has been approved by the Company nominating and corporate governance committee: (i) the Founder Shareholder, in his capacity as director of the Company, agrees to execute vote in favour of the appointment of such Richemont NXX to the Board; and (ii) each of the Shareholders agree with the Company to exercise, and to procure that any written consents required of their Affiliates or Permitted Transferees exercise, all voting rights held by them and attaching to effectuate the shares they hold in the Company (to the extent possible by the exercise of such voting rights and otherwise as restricted by Lxx) so as to vote in favour of such appointment of such Richemont NXX. 2.5 Notwithstanding anything herein to the contrary, Richemont’s rights set forth in Clause 2.4 shall terminate immediately upon Richemont and/or its Affiliates first ceasing to hold, on an as-converted basis, a number of Class A Shares equal to or greater than 10 per cent. of the issued share capital of the Company at such time. 2.6 The Founder Shareholder shall procure that any Permitted Transferee of a Class B Share complies with all terms and obligations of this Section 9(d). Deed which apply to them as if they were named in this Deed as a Shareholder. 2.7 The Founder Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking represents and warrants that, as at the Execution Date, the information relating to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) holdings of the Exchange Act, Shareholders in the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that Company set out in the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Recital is accurate.

Voting Agreement. The Shareholder agrees to procure that (a) Each Stockholder shall vote all of his, her or its Stock and shall take all other necessary or desirable actions within his, her or its control (whether in such Stockholder's capacity as a stockholder of the Shares which it Beneficially Owns are voted as Corporation or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Corporation shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special Board and Stockholder meetings), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(iidirectors on the Board shall be established at no less than seven directors; (ii) is elected and the directors nominated three representatives designated by the Shareholder become Exxaro Directorsholders of seventy-five percent of the Preferred Stock shall be elected to the Board in accordance with the terms of the Charter, one of which shall be designated by Abboxx Xxxital 1330 Investors I, L.P., one of which shall be designated by Allegra IV and at least one of which directors shall be (A) a third party that is unaffiliated, independent and unrelated to any of the holders of Preferred Stock and (B) subject to the prior approval of the Management Stockholders, which approval shall not be unreasonably delayed or withheld; and (iii) four representatives designated by the holders of a majority of the shares then held by the Management Stockholders shall be elected to the Board at least two of which directors shall be (A) third parties that are unaffiliated, independent and unrelated to any of the Corporation or any Management Stockholder and (B) subject to the prior approval of the holders of a majority of the Preferred Stock then outstanding, which approval shall not be unreasonably delayed or withheld. (b) Each Stockholder shall vote his, her or its Stock (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) the number of “Shareholder Nominees” (as such term is defined in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors of the Company. The Shareholder also agrees to procure that all of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and (ii) fill any vacancies vacancy created by the resignationremoval, removal resignation or death of a director, in each case, for the election of a new director elected pursuant to designated and approved, if approval is required, in accordance with the provisions of this Section 4.4 7. Vacancies of the Cristal Shareholders Agreement Board shall be filled pursuant within thirty (30) days of the date such vacancy is created or immediately before the first action to be taken by the Board after the date such vacancy is created. (c) In the event that the Corporation acquires or creates any subsidiary, the Corporation and the Stockholders shall use their best efforts, in their capacity as a stockholder, partner or member of each such subsidiary, to cause the composition of the board of directors or equivalent governing body of such subsidiary to be identical or as nearly identical as possible, to the provisions of Section 4.4 composition of the Cristal Shareholders AgreementBoard. The Shareholder agrees In the event the Board creates or elects to execute create any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) committee of the Exchange Act, the Beneficial Owner Board or any committee of any Shares that may be Beneficially Owned by Cristal or that subsidiary board of directors, any such committee shall reasonably reflect the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary voting composition of the Cristal Shareholders Agreement any consent Board or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(das otherwise agreed by six (6) and no amendment may be made to this Section 9(dout of seven (7) without Cristal’s prior written consent (in addition to members of the consent required by Section 17)Board."

Voting Agreement. The Shareholder agrees to procure that (a) Each Stockholder shall vote all of his or its Shares (by Proxy if applicable) and shall take all other necessary or desirable actions within his or its control (whether in such Stockholder's capacity as a stockholder of the Shares which it Beneficially Owns are voted as Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary to ensure that at each general meeting at which an election of directors is heldand desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that: (i) the authorized number of Exxaro Directors set forth in Section 9(b)(iidirectors on the Board of the Company shall be established at no less than six (6) is elected and the directors nominated by the Shareholder become Exxaro Directors, and directors; (ii) the number initial directors of “Shareholder Nominees” the Board of the Company shall be Santx Xxxxxxxxxx, Xx., Xxwrxxxx X. Xxxxx, Xxanx Xxxxxxx, Xxmoxxx X. Xxxxxxx, Xxchxxx X. Xxxx xxx Richxxx Xxxxxx; (iii) one Person designated by the Majority in Interest and one Person designated by Trident shall have the right to observe and attend all meetings, whether held by teleconference or otherwise, of the Board of the Company and to receive all information and notices received by directors on the Board of the Company. (b) The consent of the director(s) designated by each of Signal and Trident to the Board will be necessary for (i) any material change or modification of the Company's business plan as such term is defined in agreed upon by the separate Shareholders Agreement, to be entered into Managing Purchasers as of the date hereof (the “Cristal Shareholders Agreement”"Business Plan"), between (ii) the Companyredemption of any capital stock, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (togetheriii) the issuance of securities senior to or on a parity with the Preferred Stock, “Cristal”(iv) that is set forth in Section 4.4 the authorization or issuance of securities convertible into such senior or parity securities or (v) the amendment of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors Certificate of Incorporation of the Company. The Shareholder also agrees to procure that all consent of the Shares which it Beneficially Owns are voted as director(s) designated by Signal to the Board will be necessary to ensure that for (i) no director elected pursuant any transactions with an Affiliate or related party to Section 4.4 of the Cristal Shareholders Agreement may be removed from office except as provided in the Cristal Shareholders Agreement; and Company, (ii) any vacancies created merger or consolidation of the Company or any Subsidiary of the Company with any other entity, (iii) the sale of all or substantially all of the assets of the Company or its Subsidiaries, (iv) the approval or authorization of any liquidation, (v) the removal of any senior executive of the Company, (vi) the incurrence of any fund Indebtedness in excess of $500,000, (vii) the incurrence of any capital expenditures in any 12-month period in excess of $100,000, which such capital expenditures were not authorized in or by the resignation, Company's Business Plan or Operating Budget or (viii) any changes to or removal or death of a director elected pursuant to Section 4.4 of the Cristal Shareholders Agreement shall be filled pursuant to the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)Company's auditor.

Voting Agreement. The Shareholder (a) Each Stockholder agrees that, for a period from and including the date hereof and to procure that and including April 30, 2018, he or she will vote the shares of Common Stock now owned and hereafter acquired by him or her and all other shares of the Shares Common Stock with respect to which it Beneficially Owns are voted as necessary to ensure that at each general meeting at which an election of directors is heldhe or she has or shares, (i) the number of Exxaro Directors set forth in Section 9(b)(ii) is elected and the directors nominated by the Shareholder become Exxaro Directorshereafter may have or share, voting power and (ii) shares of Common Stock hereafter transferred by a Stockholder pursuant to Section 3(a)(ii)) (the “Voting Shares”), with respect to all matters submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation, or pursuant to a written consent in lieu thereof, as directed by the Stockholders’ Committee (as hereinafter defined). (b) A committee of four persons (the “Stockholders’ Committee”) is hereby appointed for the purpose of directing the voting by the Stockholders of the Voting Shares upon all matters which may be submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation or pursuant to a written consent in lieu thereof. The initial members of the Stockholders’ Committee shall be Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of the Stockholders’ Committee (other than Xxx Xxxxxxxx) such member shall be succeeded on the Stockholders’ Committee (and each successor shall be succeeded) by the person whose name is listed next following such member’s or successor’s name on Schedule C hereto. In the event of the death, mental or physical incapacity or unwillingness to serve of any member (other than Xxx Xxxxxxxx) and all successors to such member, the remaining members of the Stockholders’ Committee shall fill the vacancy thereby created. In the event of the death, mental or physical incapacity of Xxx Xxxxxxxx, or Xx. Xxxxxxxx’x unwillingness to serve as a member of the Stockholders’ Committee, the vacancy created thereby shall not be filled and the number of “Shareholder Nominees” persons comprising the entire Stockholder’s Committee shall contemporaneously therewith be reduced to three persons. (as such term is defined c) The presence in the separate Shareholders Agreement, to be entered into (the “Cristal Shareholders Agreement”), between the Company, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and The National Titanium Dioxide Company Limited (together, “Cristal”) that is set forth in Section 4.4 person or by proxy of at least two-thirds of the Cristal Shareholders Agreement are elected and such Shareholder Nominees become directors members of the CompanyStockholders’ Committee shall constitute a quorum for the transaction of business. The Shareholder also agrees to procure that all vote of at least two-thirds of the Shares which it Beneficially Owns are voted as necessary to ensure that (i) no director elected pursuant to Section 4.4 members of the Cristal Shareholders Agreement may Stockholders’ Committee, or the unanimous written consent of all members without a meeting, shall be removed from office except as provided the act of the Stockholders’ Committee. The Stockholders’ Committee shall notify each Stockholder in writing of all decisions of the Cristal Shareholders Agreement; Stockholders’ Committee. (d) In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of a Group Designee, such Group Designee shall be succeeded (and (iieach successor shall be succeeded) any vacancies created by the resignationperson whose name is listed next following such Group Designee’s or successor’s name on Schedule D hereto. In the event of the death, removal mental or death physical incapacity or unwillingness to serve of any Group Designee and all successors to such Group Designee, the members of the applicable Stockholder Group, by a vote of a director elected pursuant to Section 4.4 majority of the Cristal Shareholders Agreement shares of Common Stock owned by such Stockholder Group, shall be filled pursuant to fill the provisions of Section 4.4 of the Cristal Shareholders Agreement. The Shareholder agrees to execute any written consents required to effectuate the obligations of this Section 9(d). The Shareholder is entering into this voting agreement for Cristal’s benefit in reliance on Cristal’s reciprocal undertaking to the Shareholder under the Cristal Shareholders Agreement. Nothing in this Section 9(d) shall be construed as an admission that the Shareholder is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the Beneficial Owner of any Shares that may be Beneficially Owned by Cristal or that the Shareholder has formed a Section 13(d) Group with Cristal. Save in respect of this Section 9(d), this Deed shall not be construed to give any beneficiary of the Cristal Shareholders Agreement any consent or third-party rights under this Deed. Cristal shall have third party rights to enforce this Section 9(d) and no amendment may be made to this Section 9(d) without Cristal’s prior written consent (in addition to the consent required by Section 17)vacancy thereby created.