Common use of Voting Agreement Clause in Contracts

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 Stockholders;

Voting Agreement. (a) Each Shareholder agrees that, during the term of this Agreement, (i) such Shareholder shall be present, in person or represented by proxy, at all general meetings of the Stockholders hereby agrees Company for the election of directors, so that all Shares held beneficially or of record by such Shareholder shall be counted for the purpose of determining the presence of a quorum for the election of directors at such meetings, (ii) such Shareholder shall vote, or act by written consent with respect to, all Shares held beneficially or of record by such Shareholder for the election of the nominees for the Board nominated by the Board, so long as such nominees consist of individuals meeting the requirements of this Article III, and (iii) such Shareholder shall vote, or act by written consent with respect to, all Shares held beneficially or of record by such Shareholder in favor of any action or proposal that has been approved by the Board and which requires approval of the general meeting of the Company in accordance with article 2:107a(1) of the Dutch Civil Code, as the same may be amended, modified or replaced from time to time. (b) The Company and each of the Shareholders shall, during the term of this Agreement, use their respective reasonable best efforts, to the fullest extent permitted under applicable law, to ensure the Articles of Association and the Company's Board Rules are consistent with, and to take such other actions as are necessary to satisfy, the requirements of this Article III. (c) Except as specifically set forth in Section 3.05 above, each Shareholder shall be entitled to vote its Common Stock on all matters as such Shareholder deems fit. (d) The Partnership shall, and each of JLL and DSM shall, to the fullest extent permitted under applicable law, cause the general partner of the Partnership to, vote all of the Common Stock (including any Shares which constitute Delayed Distributions for the benefit of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or certain holders of Management Units (each as defined in the case Partnership Agreement)) held beneficially or 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 controlrecord by the Partnership, in favor of its capacity as a Shareholder as set forth in Section 3.05(a) above and on such matters, other than those set forth in order to: (aSection 3.05(a) remove all of the current directors above, as directed by JLL and DSM respectively, in accordance with their and their respective Affiliated Entities’ proportional ownership of the Company except as of the record date for such of those persons selected pursuant vote; provided, however, that this Section 3.05 shall cease to subparagraph apply to the parties in the event that either JLL and its Affiliates or DSM and its Affiliates, in either case own less than seven and one-half percent (c7.5%) of this paragraph 1 as 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of issued and outstanding 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; (c) elect as directors of the Company such persons 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 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 Stockholders;Stock.

Voting Agreement. Each of (a) During the Stockholders hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or Restricted Period, other than as permitted by Section 5.13(b) with respect to which such Stockholder holds voting controlExtraordinary Matters, in any vote or in action by written consent of the case stockholders of Common Stock held in “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner or Buyer (including with respect to the election of directors), Seller shall vote or execute a written consent with respect to the Buyer Common Stock to which Seller or any member of the Seller Group is or may be entitled to vote at any meeting in accordance with the recommendation of the Governing Body of Buyer. In furtherance of this Section 5.13, Seller hereby irrevocably appoints Buyer and any individuals designated by Buyer (such Stockholder holds voting controldesignated individuals to be limited to the Chairman, Chief Executive Officer, Chief Financial Officer or Secretary of Buyer), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in favor each of them, for Seller, and in order to: the name, place and stead of Seller, to vote (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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority or cause to be determined based upon the number of shares of Common Stock held by the respective Stockholders voted) in such manner as set forth on Schedule A hereto relative in this Section 5.13 (but in any case, excluding any matter that is an Extraordinary Matter described in Section 5.13(b)) with respect to the aggregate number of shares of Buyer Common Stock to which Seller is or may be entitled to vote at any meeting of Buyer held by all after the Closing Date, whether annual or special and whether or not an adjourned meeting (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of such Stockholders as set forth on Schedule A hereto; (c) elect as directors Seller or any member of the Company such persons as a majority Seller Group and shall not be terminated by operation of the Stockholders shall agree among themselves to elect, such majority to be determined based Law upon the number occurrence of shares of Common Stock held any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by Seller which is inconsistent herewith. Notwithstanding the respective Stockholders as set forth on Schedule A hereto relative to foregoing, 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 Irrevocable Proxy shall be effective if, at any annual 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 special meeting of the stockholders of the Company in 2007;Buyer and at any adjournments or postponements of any such meetings, Seller (eA) fails to appear or otherwise fails to cause its voting securities of Buyer to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.13, in each case at least two (2) Business Days prior to the event any date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the persons described expiration or termination of the Restricted Period and, with respect to any share of Buyer Common Stock, the Disposition of such share to a Third Party not in subparagraph violation of this Agreement. (b) Seller may vote, or execute a written consent with respect to, any or all of the voting securities of Buyer as to which they are entitled to vote or execute a written consent, as they may determine in their sole discretion, with respect to the following matters (each such matter being an “Extraordinary Matter”): (i) any transaction which would result in a Change of Control of Buyer; and (ii) any liquidation or dissolution of Buyer. (c) In furtherance of this paragraph 1 cannot or will not serve as a director or ceases serving as a director Section 5.13(a), Seller and each member of the Company for any reason whatsoever, elect as a director Seller Group shall be present in person or represented by proxy at all meetings 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 stockholders to the aggregate number extent necessary so that all voting securities of shares Buyer as to which they are entitled to vote shall be counted as present for the purpose of Common Stock held by all determining the presence of the Stockholders;a quorum at such meeting.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 From and after the date of this Agreement and until the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) provisions of this paragraph 1 cease to be effective, as may be serving 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 directors a stockholder, director, member of a board committee or officer of the 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 time Company and the Subsidiary shall take all necessary and desirable actions within their control (including, without limitation, calling special board and stockholder meetings), so that: (i) Molex shall have the right in any election for directors to the Boards to select one representative to each of the Boards (the "Molex Director") and to designate one person on each of the Boards as an observer (the "Molex Observer"), subject to the Molex Observer signing a confidentiality agreement reasonably acceptable to counsel to the Company; (ii) the removal from the Boards (with or without cause) of the Molex Director and the Molex Observer shall be at Molex's written request, but only upon such votewritten request and under no other circumstances; (b) amend Section 3.02 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 Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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 heretoBoards and any committee thereof; (c) elect as directors Molex shall permit the Molex Observer to attend all meetings of the Company Boards (other than such persons as 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 majority company) and shall provide such Molex Observer with copies of all communications with members of the Stockholders shall agree among themselves to elect, Boards in the same manner and at the same time as the Company provides 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 communications to the aggregate number members of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto;the Boards; and (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) provisions of this paragraph 1 cannot or will not serve as a director or ceases serving as a director shall terminate automatically and be 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 no further force and effect upon the number occurrence of shares of Common Stock held by the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Stockholders;a Qualified Public Offering.

Voting Agreement. Each (a) So long as the aggregate number of Shares that are Beneficially Owned by the Shareholder and its Group Members, as a group, is greater than or equal to 5% of the Stockholders hereby agrees to vote then issued and outstanding shares of Common Stock, the Shareholder shall cause all of the Common Stock Voting Securities that are Beneficially Owned by it or any of its Group Members or over which such Stockholder is record owner it or with respect any of its Group Members has voting control 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, be voted (i) 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 nominated and recommended to subparagraph (c) of this paragraph 1 as may be serving serve as directors of the Company at by the time Board of such vote; Directors or any applicable committee thereof, (bii) amend Section 3.02 with respect to any matter directly relating to remuneration of directors, directors’ insurance or indemnification or release from liability of directors, in a manner proportionally consistent with the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number vote of shares of Common Stock held not Beneficially Owned by the respective Stockholders Shareholder or any of its Group Members, and (iii) with respect to any other action, proposal or matter to be voted on by the shareholders of the Company (including through action by written consent), in accordance with the recommendation of the Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, the Shareholder and its Group Members shall be free to vote at their discretion in connection with any proposal submitted for a vote of the shareholders of the Company in respect of (A) the issuance of Equity Securities in connection with any merger, consolidation or business combination of the Company, (B) any merger, consolidation or business combination of the Company or (C) the sale of all or substantially all the assets of the Company, except in each of clause (A), (B) and (C) 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 set forth on Schedule A hereto relative to the aggregate number of Shares that are Beneficially Owned by the Shareholder and its Group Members, as a group, is greater than or equal to 5% of the then issued and outstanding shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of Stock, with respect to any matter that the Company such persons 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 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 Shareholder is required to vote for the persons elected as directors on in accordance with this Agreement Section 3.1(a), the 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 the Company, and not by any successor directors designated in accordance with subparagraph (e) of this paragraph 1, as directors of other means. The Shareholder shall use reasonable best efforts to deliver the completed proxy form to the Company from no later than five (5) Business Days prior to the date hereof until the day immediately preceding the annual of such general meeting of the stockholders Company. Upon the written request of the Company in 2007; (e) in Company, the event any of Shareholder hereby agrees to use reasonable best efforts to take such further action or execute such other instruments as may be reasonably necessary to effectuate the persons described in subparagraph (c) intent 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 Stockholders;Section 3.1(b).

Voting Agreement. Each For so long as the Purchaser has the right to designate or nominate a director to the Board of the Stockholders hereby agrees to vote all of the Common Stock of which 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 Directors pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company Section 4.1, at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company in 2007; and at every postponement or adjournment thereof, the Purchaser shall take such action as may be required so that all of the Purchased Shares, owned, directly or indirectly, of record or beneficially by the Purchaser and entitled to vote at such meeting of stockholders are voted (ea) in the event any favor of the persons described Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), (b) in subparagraph favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (c) in favor of this paragraph 1 canthe Company’s proposal for amendment of its organizational documents in a manner that does not have an adverse effect on the holders of Series A Preferred Stock to increase number of authorized shares of capital stock of the Company, but the Purchaser shall not be under any obligation to vote in the same manner as recommended by the Board of Directors or will not serve in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is present, in person or ceases serving as a director by proxy, at each meeting of the stockholders 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 and at every postponement or adjournment thereof so that all of the Stockholders;Purchased Shares, owned, directly or indirectly, of record or beneficially by the Purchaser may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 4.18.

Voting Agreement. Each Subject to Section 4.10 and provided that the provisions of this Section 4.8 have been complied with, each of the Televisa Investors shall (a) cast all votes to which they are entitled in respect of their Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Prospective Selling Stockholders hereby agrees (or, after the Principal Investor Two-Thirds Sell-Down, the Board) may instruct by written notice to vote all the Televisa Investors to approve any aspect or aspects of the Common Stock Merger Exit or, if the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) so instruct, against any proposal competing against or which may impede or delay the Merger Exit, including any proposal to approve any amendment to the Charter, any sale, merger, consolidation, reorganization or any other transaction or series of which such Stockholder is record owner transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) solely to effectuate the Merger Exit and subject to the rights of the Televisa Investors under this Section 4.8, (b) agree to waive any dissenters’ rights, appraisal rights or similar rights, (c) reasonably cooperate with the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) with respect to which such Stockholder holds voting controlthe Merger Exit and roll over, including executing, acknowledging and delivering consents, assignments, and other documents or in the case instruments, furnishing information and copies of Common Stock held in “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner documents, filing applications, reports, returns, filings and other documents or instruments with respect to which such Stockholder holds voting controlGovernmental Authorities, in favor of and in order to: each case, to the extent necessary (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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be reasonably determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative to Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) and not inconsistent with the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of Televisa Investor’s rights under the Company such persons as a majority of the Stockholders shall agree among themselves to electTransaction Agreements, 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 otherwise take all other actions required pursuant to vote for the persons elected as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph Sections 4.3 and 4.4 and (e) unless such Televisa Investor has exercised its Merger Exit Participation Rights, and to the extent not occurring by virtue of this paragraph 1operation of Law, as directors roll-over all of its Shares into equity of the Company from Acquiror (and receive cash to the date hereof until the day immediately preceding the annual meeting of the stockholders of the Company extent provided in 2007; (eSection 4.8.6(b)) in the event Merger Exit. In connection with 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 FCC filing required with regards to any Merger Exit, the Company for any reason whatsoevershall file such FCC applications as it is required to file in order to obtain such FCC approval, elect as a director of and the Televisa Investors shall cooperate with the Company and promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such person(sapplications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (y) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (z) promptly taking all other actions reasonably requested by the Prospective Selling Stockholders (or, after the Principal Investor Two-Thirds Sell-Down, the Board) as a majority of the Stockholders shall agree among themselves necessary, desirable and/or appropriate to elect, facilitate obtaining 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 Stockholders;FCC approval.

Voting Agreement. Each Sellers acknowledge that Investors plan to enter into a voting agreement with certain shareholders of the Stockholders hereby Company and that the Shares will be subject to any such voting agreement. Because the Investors will not be the registered owners of the Shares until after they are delivered to the Investors pursuant to the terms of the Escrow Agreement, the Sellers acknowledge that they will be named as parties to any such voting agreement. Until such time as the Shares are registered into the names of the Investors, each Seller agrees as follows: (i) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign any such voting agreement in the name of and on behalf of each Seller, (ii) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign any and all amendments to any voting agreement in the name of and on behalf of each Seller; (iii) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign such other documents and take such other actions in the names of the Sellers as may be necessary or desirable, in the sole opinion of Investors, to give effect to any voting agreement; (iv) that he will promptly acknowledge, if and when so requested by Investors, that Investors own all rights to the Shares, have the irrevocable right to vote such Shares and receive any and all of the Common Stock of which such Stockholder is record owner or dividends with respect to which such Stockholder holds voting control, or in Shares (and the case of Common Stock held in “street name” right to cause all of such Common Stock of which such Stockholder is beneficial owner or subordinate the right to receive dividends with respect to which such Stockholder holds voting controlthe Shares to the rights of third parties); (v) that he will not vote the Shares unless requested to do so in writing by the Investors; and (vi) that he will promptly do all other things, in favor of take all other actions and in order to: (a) remove execute all of the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 other documents as may be serving as directors reasonably requested by Investors to provide Investors with the full benefit of ownership of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth Shares 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; (c) elect as directors of the Company such persons 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 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 even though the registration of such Shares in the names of the Investors shall not occur until the day immediately preceding Shares are released to Investors from 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 Stockholders;Escrow Agreement.

Voting Agreement. Each (a) At every meeting of the Company Stockholders called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Stockholders with respect to any of the following, Parent hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or, with respect to any written consent solicitation, deliver (or cause to be delivered) a written consent with respect to, all of the shares of Company Common Stock Beneficially Owned or owned of which record by Parent or any of its Subsidiaries or Affiliates as of the applicable record date (including the Parent Shares) (collectively, the “Subject Securities”): (i) in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and any related proposal in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone any such Stockholder is record owner meeting to a later date if there are not sufficient votes to adopt this Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum and (iii) in favor of any other matter necessary to consummate the transactions contemplated by this Agreement. Parent shall provide the Company with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent 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 may be serving as directors of the Company at the time of such vote;any Subject Securities. (b) amend Parent hereby revokes any and all previous proxies granted with respect to its Subject Securities. In the event of a failure by Parent to act in accordance with its obligations pursuant to Section 3.02 5.20, Parent hereby irrevocably grants to and appoints the Company (and any designee thereof) as Parent’s proxy and attorney-in-fact (with full power of substitution), for and in the Amended Bylaws name, place and stead of Parent, to (i) represent the Subject Securities and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the Company or otherwise) with respect to set the number Subject Securities, in each case, regarding the matters referred to in Section 5.20(a) until the Effective Time, to the same extent and with the same effect as Parent could do under applicable Law. Parent intends the proxy granted pursuant to this Section 5.20(b) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by Parent with respect to the Subject Securities. Parent hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked at the Effective Time. The parties acknowledge and agree that neither the Company, nor any of directors its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Parent or any of its Affiliates, in connection with or as a result of the Company at such number as a majority exercise of the Stockholders shall agree, 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 powers granted to the aggregate number of shares of Common Stock held Company by all of such Stockholders as set forth on Schedule A hereto;this Section 5.20(b). (c) elect as directors Subject to Section 5.20(d), Parent covenants and agrees that, prior to receipt of the Company such persons as a majority Stockholder Approval, it will not, and will not permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) or consent to any of the Stockholders shall agree among themselves to electforegoing (“Transfer”), such majority or cause to be determined based upon Transferred, any of the number Subject Securities, (ii) grant any proxies or powers of shares attorney, or any other authorization or consent with respect to any or all of Common Stock held its Subject Securities in respect of any matter addressed by this Agreement, (iii) deposit any of the respective Stockholders as set forth on Schedule A hereto relative Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Securities or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iv) enter into any Contract with respect to the aggregate number Transfer of shares any Subject Securities or (v) take any other action, that would restrict, limit or interfere with the performance of Common Stock held by all Parent’s obligations hereunder. Any purported Transfer of such Stockholders as set forth on Schedule A hereto;the Subject Securities in violation of this Section 5.20(c) shall be null and void ab initio. (d) continue Notwithstanding anything to vote for the persons elected as directors contrary in accordance this Section 5.20, “Transfer” shall exclude, with this Agreement respect to any Subject Securities, the entry into or performance of any successor directors designated Financing Transaction in accordance with subparagraph (e) of this paragraph 1, as directors respect of the Company from Subject Securities and any payment or settlement thereunder, the date hereof until granting of any lien, pledge, security interest, or other Encumbrance in or on such Subject Securities to a Financing Counterparty in connection with any Financing Transaction, the day immediately preceding rehypothecation of any Subject Securities by the annual meeting Financing Counterparty in connection with a Financing Transaction, and any transfer to, by or at the request of such Financing Counterparty in connection with an exercise of remedies by the Financing Counterparty under Financing Transaction. This Section 5.20 shall not be binding on any Person solely because such person is (i) a holder of Subject Securities as a result of the stockholders rehypothecation of Subject Securities by a Financing Counterparty, (ii) a transferee of Subject Securities pursuant to settlement under, or pursuant to default rights or the Company exercise of remedies by a Financing Counterparty in 2007;connection with any Financing Transaction. (e) in the event The obligations of Parent under this Section 5.20 shall terminate upon 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 Adverse Recommendation Change made by the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Stockholders;Company.

Voting Agreement. Each ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇ and each of their respective Affiliates (collectively, the Stockholders hereby agrees “Voting Stockholders”) shall have entered into a voting agreement (the “Voting Agreement”) in substantially the same form furnished to Buyer prior to the date hereof, agreeing to vote all shares of the Company’s Common Stock of which 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 may be serving as directors of the Company beneficially owned by them at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company in 2007; or any action taken by written consent during the period commencing on the Closing Date and ending three (e3) years thereafter: (i) in the event any favor of the persons described in subparagraph directors nominated and recommended by the Company’s Board of Directors (cthe “Board”), including two (2) designees of this paragraph 1 cannot or will not serve as a director or ceases serving as a director of the Company for any reason whatsoeverBuyer, elect as a director of the Company such person(s) as 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 or an Extraordinary Matter (as defined below)), or (y) a proposal relates to an Extraordinary Matter, the Voting Stockholders shall agree among themselves be free to electvote their shares freely so long as no Voting Stockholder publicly discloses such vote; and provided, such majority to be determined based upon further that if any of the number Board Conditions (as defined below) are not satisfied at any time during the term of the Voting Agreement, the Voting Stockholders shall vote all shares of the Company’s Common Stock held beneficially owned by them at each meeting of the Stockholders relative stockholders of the Company or any action taken by written consent: (1) for up to a maximum of three (3) additional directors proposed by Buyer in addition to the aggregate number two (2) then serving as Buyer’s designees and (2) if proposed by Buyer, the removal of shares up to a maximum of Common Stock held by 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 Stockholders;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. Each (a) From and after the Closing Date and ending on the earliest to occur of (i) the fourth (4th) anniversary of the Stockholders hereby agrees to vote all Closing Date, (ii) the consummation of a Change of Control of the Company, (iii) the liquidation or dissolution of the Company or (iv) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act, other than as permitted by Section 10.6(d) with respect to Extraordinary Matters, if the Investor and/or its Affiliates shall collectively beneficially own securities of the Company representing at least five percent (5%) of the Company’s Common Stock (as calculated pursuant to Rule 13d-3 of the Securities Act), then in any vote or action by written consent of the stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which they are entitled to vote or execute a written consent in accordance with the recommendation of the Board. (b) In furtherance of this Section 10.6, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company, and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) or, if applicable, to give consent, in such Stockholder is record owner manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to such matters as set forth in Section 10.6(a) with respect to all voting securities (whether taking the form of Common Stock or other voting securities of the Company) with respect to which such Stockholder holds voting control, the Investor is or in the case of Common Stock held in “street name” may be entitled 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 vote at any meeting of the Company except for such held after the date hereof, whether annual or special and whether or not an adjourned meeting or, if applicable, to give written consent with respect thereto (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of those persons selected pursuant the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to subparagraph (c) of this paragraph 1 revoke and render void any prior proxy as may be serving as directors to voting securities of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held heretofore granted by the respective Stockholders as set forth on Schedule A hereto relative to Investor which is inconsistent herewith. Notwithstanding the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of foregoing, the Company such persons as a majority of the Stockholders Irrevocable Proxy shall agree among themselves to electbe effective if, 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 at any annual 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 special meeting of the stockholders of the Company (or any consent in 2007lieu thereof) and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with Section 10.6(a), in each case at least five (5) Business Days prior to the date of such stockholders’ meeting (or within five (5) Business Days prior to the effective time of an action to be taken by written consent in lieu of such stockholders’ meeting). The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the voting agreement set forth in Section 10.6(a). (c) The Investor shall cause any controlled Affiliate of the Investor that may from time to time own of record (or the record holder holding on behalf of such controlled Affiliate if owned beneficially) voting securities of the Company (whether taking the form of Common Stock or other voting securities of the Company), if and when requested by the Company from time to time, to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit D attached hereto, and irrevocably appoint the Company and any individuals designated by the Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the voting securities of the Company as to which such controlled Affiliate is entitled to vote, in such manner as each such attorney, agent and proxy or his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the matters set forth in this Section 10.6 (the “Affiliate Irrevocable Proxy”). The Investor acknowledges, and shall cause its controlled Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of such controlled Affiliate and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such controlled Affiliate, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such controlled Affiliate that such controlled Affiliate execute and deliver to the Company an Affiliate Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Affiliate Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the voting agreement set forth in this Section 10.6. (d) The Investor and its controlled Affiliates may vote, or execute a written consent with respect to, any or all of the voting securities of the Company as to which they are entitled to vote or execute a written consent, as they may determine in their sole discretion, with respect to the following matters (each such matter being an “Extraordinary Matter”): (i) any transaction which would result in a Change of Control of the Company; (ii) any issuance of Common Stock that represents more than 20% of the then outstanding Common Stock; (iii) the entry into any licensing, partnership, collaboration, research and development, joint venture or other commercial agreement; and (iv) any liquidation or dissolution of the Company. (e) For so long as the voting agreement set forth in this Section 10.6 is in effect, the event any Investor shall be, and shall cause each of its controlled Affiliates to be, present in person or represented by proxy at all meetings of stockholders to the persons described in subparagraph (c) of this paragraph 1 cannot or will not serve as a director or ceases serving as a director extent necessary so that all voting securities of the Company as to which they are entitled to vote shall be counted as present for any reason whatsoever, elect as the purpose of determining the presence of a director of the Company quorum at 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 Stockholders;meeting.

Voting Agreement. Each On any and all matters relating to the election of members to the Company Board (including the filling of any vacancies), the parties each agree to put forth a joint slate of seven (7) nominees made up of five (5) nominees put forth by ad determined solely upon the discretion of the Stockholders hereby agrees Blue Cap Shareholders. The ▇▇▇▇▇▇▇▇▇ Shareholders, including all individuals within that group, will in no event propose more than the five (5) candidates necessary to fill their allotment on the jointly proposed slate. The Blue Cap Group, including all individuals within that group, will in no event propose more than the two (2) candidates necessary to fill their allotment on the jointly proposed slate. The parties further agree to vote all Shares held by tem and subject to the terms of this Agreement (or the holders thereof shall consent pursuant to an action by written consent) in a manner so as to elect to the Company’s Board of Directors each and every one of the Common Stock five (5) nominees contained on each and every slate of which such Stockholder is record owner or with respect directors endorsed by the ▇▇▇▇▇▇▇▇▇ Shareholders provided that they are qualified 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 serve as members of the current directors Board of Directors under applicable state and federal laws, and the By-laws and applicable corporate governance provisions of the Company except for such Company, and each and every one of those persons selected pursuant the two (2) nominees contained on the joint slate of directors endorsed by the Blue Cap Shareholders, provided that they are qualified to subparagraph serve as members of the Board of Directors under applicable state and federal laws, and the By-laws and applicable corporate governance provisions of the Company. Of the five (c5) nominees contained on each and every slate of directors endorsed by the ▇▇▇▇▇▇▇▇▇ Shareholders, two (2) of the nominees shall be “independent directors” as that term is defined in Section 1.4 of this paragraph 1 as 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 Agreement. The parties agree to set the number endorse each and every slate of directors of endorsed by the Company at such number ▇▇▇▇▇▇▇▇▇ Shareholders and Blue Cap Shareholders so long as a majority of the Stockholders they are not “unable to serve” or “unfit to serve.” As used herein, “unable to serve” shall agree, such majority mean medically incapacitated so as 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 unable to the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of the Company such persons 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 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 director, and “unfit to serve” shall mean a violation of rules and laws so as to prohibit one from serving as a director of a public company under applicable state and federal laws and the Company for any reason whatsoever, elect as a director By-laws and applicable corporate governance rules of the Company Company. In the event of a disagreement between the ▇▇▇▇▇▇▇▇▇ Shareholders and Blue Cap Shareholders regarding these matters, determination of either of the preceding conditions shall be decided by binding arbitration of the parties under the provisions of the American Arbitration Association (“AAA”) applying the laws of the State of Nevada and applicable venue in the Las Vegas, Nevada metropolitan area, or such person(s) other area as a the 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 Stockholders;parties may decide in writing.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 toThe ▇▇▇▇▇ Parties agree that: (a) remove all each of the current directors ▇▇▇▇▇ Parties shall vote, or cause to be voted, or execute written consents with respect to, as applicable, all Voting Securities that it Beneficially Owns in favor of the Company except election of each candidate designated or nominated for such of those persons selected election pursuant to subparagraph (c) the Existing Stockholders Agreement, and in favor of this paragraph 1 as may be serving as directors removal of each Person designated for removal in accordance with the Company at the time of such voteExisting Stockholders Agreement; (b) amend Section 3.02 none of the Amended Bylaws ▇▇▇▇▇ Parties shall (i) nominate or designate, (ii) vote for, or (iii) make, or in any way participate, directly or indirectly, in, any “solicitation” of “proxies” to vote (as such terms are defined under Regulation 14A under the Exchange Act) or seek to advise or influence any Person with respect to the voting of, any Voting Securities in respect of the Company to set the number of directors election of, any candidate for election or appointment as a director of the Company at such number Company, except as a majority of provided in the Existing Stockholders shall agree, 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 heretoAgreement; (c) elect as each of the ▇▇▇▇▇ Parties shall vote, or cause to be voted, or execute written consents with respect to, all Voting Securities that it Beneficially Owns, and shall take all other necessary or desirable actions within its control (including voting for calling a meeting of stockholders of the Company, attending all meetings in person or by proxy for purposes of obtaining a quorum, voting to remove directors of the Company such persons as a majority not designated in accordance with the provisions of the Existing Stockholders shall agree among themselves Agreement and executing all written consents in lieu of meetings, as applicable), to elect, such majority to be determined based upon effectuate the number provisions 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;this Agreement; and (d) continue to vote for none of the persons elected as directors ▇▇▇▇▇ Parties shall vote, or permit the voting of, or execute written consents with respect to, any Voting Securities Beneficially Owned by such Person in accordance with this Agreement favor of the removal of a director nominated or any successor directors designated in accordance with subparagraph (e) of this paragraph 1the Existing Stockholders Agreement, 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 each case other than if such director or ceases serving as a director of the Company is designated 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 removal pursuant to the aggregate number of shares of Common Stock held by all of the Stockholders;Existing Stockholders Agreement.

Voting Agreement. Each Until the later of (i) six months after the date on which the Investor is no longer entitled to nominate an Investor Nominee to the Board and (ii) the date on which the Investor, the Guarantor and their respective Affiliates Beneficially Own, in the aggregate, less than five percent (5.0%) of the Stockholders hereby Total Voting Power, each of the Investor and the Guarantor agrees to cause each Equity Security entitled to vote all on the relevant matter and Beneficially Owned by it or its Affiliates to be voted by proxy (returned sufficiently in advance of the Common Stock deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt including, if applicable, through the execution of which one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such Stockholder is record owner annual or with respect to which such Stockholder holds voting control, special meeting of stockholders of the Company) or in person in accordance with the case recommendation of Common Stock held in “street name” to cause all the Board of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlDirectors, in favor respect 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 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 set the number election of directors of the Company at such number as a majority of the Stockholders shall agree, 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 or any matter (procedural or otherwise) relating to the aggregate number election of shares directors, including non-binding shareholder proposals with respect thereto; (b) any acquisition or disposition of Common Stock held by all of any properties or assets, any merger, consolidation or other business combination transaction, including any stockholder resolutions upon which any such Stockholders as set forth on Schedule A hereto; acquisition, disposition, merger, consolidation or other business combination transaction is contingent; (c) elect as directors the issuance, sale, pledge, distribution or other disposition, repurchase, redemption or other acquisition of the Company such persons 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 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; capital stock or indebtedness; (d) continue any matters related to vote for the persons elected as directors in accordance with this Agreement equity incentive plans or other employee or director compensation matters including any successor directors designated in accordance with subparagraph “say on pay” votes; (e) any amendment, modification, supplement, restatement or other change to the Company’s or its Subsidiaries’ certificates of this paragraph 1incorporation, bylaws or other governing documents, including any non-binding shareholder proposals with respect thereto; (f) quorum requirements for meetings of the Company’s stockholders; and (g) any other “routine” matters on which banks, brokers, and other nominees are permitted, under applicable Law, as directors of the Company date hereof, to exercise discretionary voting authority without instruction 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 Stockholders;their respective clients.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 The rights and duties that are the subject of this Section 6 shall apply to 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 current directors 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 Company except for 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 Executive has any direct or indirect ownership interest) of any such shares of those persons selected Employer’s capital stock be subject in any manner to the restrictions, requirements or duties incumbent on Executive pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Section 6 during said six month period. (b) amend Section 3.02 For a period beginning on the date hereof and ending on the earlier date of (i) six months from the Amended Bylaws 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 set the number a requested written consent of directors holders of the Company at such number as a majority Company’s capital stock, to vote, or cause to be voted, all shares of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock Company’s capital stock held by the respective Stockholders Executive or over which 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 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;in this Section 6(b). (c) elect as directors It is agreed and understood that monetary damages would not adequately compensate Employer for the breach of Section 6(b) by Executive, that the Company such persons 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 respective Stockholders as agreement set forth on Schedule A in Section 6(b) shall be 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 relative to the aggregate number of shares of Common Stock held by all of waives any claim or defense that there is an adequate remedy at law for such Stockholders as set forth on Schedule A hereto; (d) continue to vote for the persons elected as directors in accordance with this Agreement breach 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 Stockholders;threatened breach.

Voting Agreement. (a) Each Stockholder agrees that, for a period from and including the date hereof and to and including April 30, 2018, he or she will vote the shares of the Stockholders hereby agrees to vote all of the Common Stock now owned and hereafter acquired by him or her and all other shares of which such Stockholder is record owner or Common Stock with respect to which such Stockholder holds he or she has or shares, and hereafter may have or share, voting control, or in the case power and (ii) shares of Common Stock held in hereafter transferred by a Stockholder pursuant to Section 3(a)(ii)) (the “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner or Voting Shares”), with respect to which such Stockholder holds voting control, in favor all matters submitted to the Stockholders at any annual or special meeting of and in order to: (a) remove all stockholders of the current directors of the Company except for such of those persons selected Corporation, or pursuant to subparagraph a written consent in lieu thereof, as directed by the Stockholders’ Committee (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;hereinafter defined). (b) amend Section 3.02 A committee of four persons (the “Stockholders’ Committee”) is hereby appointed for the purpose of directing the voting by the Stockholders of the Amended Bylaws Voting Shares upon all matters which may be submitted to the Stockholders at any annual or special meeting of stockholders of the Company Corporation or pursuant to set a written consent in lieu thereof. The initial members of the Stockholders’ Committee shall be ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of the Stockholders’ Committee (other than ▇▇▇ ▇▇▇▇▇▇▇▇) 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 ▇▇▇ ▇▇▇▇▇▇▇▇) 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 ▇▇▇ ▇▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇▇▇▇▇’▇ unwillingness to serve as a member of the Stockholders’ Committee, the vacancy created thereby shall not be filled and the number of directors persons comprising the entire Stockholder’s Committee shall contemporaneously therewith be reduced to three persons. (c) The presence in person or by proxy of at least two-thirds of the Company members of the Stockholders’ Committee shall constitute a quorum for the transaction of business. The vote of at least two-thirds of the members of the Stockholders’ Committee, or the unanimous written consent of all members without a meeting, shall be the act of the Stockholders’ Committee. The Stockholders’ Committee shall notify each Stockholder in writing of all decisions of the 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 number as Group Designee shall be succeeded (and each successor shall be succeeded) by the person whose name is listed next following such Group Designee’s or successor’s name on Schedule D hereto. In the event of the death, mental or 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 majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held owned by such Stockholder Group, shall fill 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; (c) elect as directors of the Company such persons 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 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 Stockholders;vacancy thereby created.

Voting Agreement. Each 1.1 The Shareholder hereby covenants and agrees, in favour of the Stockholders hereby agrees Investor Representative, that, for a period of two years following the Closing, the Shareholder will vote, or cause to vote all be voted, the Shares, and any other shares of the Common Stock common stock of which such Stockholder is record owner or with respect the Corporation the Shareholder may acquire beneficial ownership of subsequent to which such Stockholder holds voting controlthe Closing, or in to elect the case Investor Nominee as a member of Common Stock held in “street name” to cause all the Corporation's board 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 todirectors: (a) remove all at any meeting of the current directors shareholders of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Corporation; and (b) amend Section 3.02 by written consent resolution in the event that the shareholders of the Amended Bylaws Corporation are asked to consider any matters regarding the composition of the Company to set the number board of directors of the Company at Corporation by written consent resolution (in either case, a "Director Vote"). 1.2 Without limiting the generality of Section 1.1, no later than 10 business days prior to the date of any Director Vote, the Shareholder shall deliver, or cause to be delivered, to the Corporation, with a copy to be delivered concurrently to the Investor Representative, a duly executed proxy directing the holder of such number as a majority proxy to vote the Shares in favour of the Stockholders Investor Nominee. Such proxy shall agree, such majority to not be determined based upon revoked without 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; (c) elect as directors prior written consent of the Company such persons 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 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;Investor Representative. (d) continue to vote for the persons elected as directors 1.3 Nothing contained in accordance with this Agreement shall be deemed to vest in either the Corporation or the Investor Representative any successor directors designated in accordance direct or indirect ownership or incidence of ownership of, or with subparagraph (e) of this paragraph 1respect to, 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 Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in subparagraph (c) and belong to the Shareholder, and neither the Corporation nor the Investor Representative shall have any authority to exercise any power or authority to direct the Shareholder in the voting of this paragraph 1 cannot any of the Shares, except as otherwise specifically provided herein, or will not serve in the performance of the Shareholder's duties or responsibilities as a director or ceases serving as a director shareholder 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 Stockholders;Corporation.

Voting Agreement. Each of Effective upon the Stockholders hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or Closing (as defined 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 controlPurchase Agreement) and until the Termination Date, each Investor will vote its outstanding Investor Shares in favor of and in order tothe individuals designated pursuant to clauses (a), (b) or (c) below: (a) remove all During such times as the holders of the current Series A Preferred Stock are entitled to elect three (3) directors of the Company except for such of those persons selected pursuant to subparagraph the Certificate Amendment, HQAP shall be entitled to designate two (c2) of this paragraph 1 the Series A Directors and Vertex shall be entitled to designate the remaining Series A Director. (b) During such times as may be serving as the holders of Series A Preferred Stock are entitled to elect two (2) directors of the Company at pursuant to the time Certificate Amendment, (i) so long as HQAP holds a number of such vote; (b) amend Section 3.02 shares of the Amended Bylaws Series A Preferred Stock of the Company equal to set the number or greater than one-third (1/3) of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Series A Preferred Stock held purchased by HQAP at the respective Stockholders Closing (as set forth on Schedule A hereto relative to defined in the aggregate Purchase Agreement) and Vertex holds a number of shares of Common Series A Preferred Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of the Company such persons as a majority equal to or greater than one-half (1/2) of the Stockholders shall agree among themselves to elect, such majority to be determined based upon the number of shares of Common Series A Preferred Stock held purchased by Vertex at the respective Stockholders as set forth on Schedule Closing (such share amounts are subject to proportional adjustments to reflect combinations or subdivisions of Series A hereto relative to the aggregate number of Preferred Stock or dividends declared in shares of Common Stock held by all such stock), then each of such Stockholders as set forth on Schedule HQAP and Vertex shall be entitled to designate one (1) Series A hereto; Director and (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; (eii) in the event any that either of HQAP or Vertex fails to meet the persons described minimum Series A Preferred Stock holding requirement specified in subparagraph the preceding clause (i), then the one that satisfies such holding requirement shall be entitled to designate both Series A Directors. (c) During such times as the holders of this paragraph 1 cannot or will not serve as a director or ceases serving as a Series A Preferred Stock are entitled to elect one (1) director of the Company for any reason whatsoeverpursuant to the Certificate Amendment, elect as a director whichever 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 HQAP or Vertex then holds more shares of Common Series A Preferred Stock held by shall be entitled to designate the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Stockholders;Series A Director.

Voting Agreement. Each After due consultation between Dentsu and Madame Badinter, Dentsu shall vote its Publicis Shares as directed by Madame Badinter on the following matters: (i) any decision to amend the By-Laws to change Publicis’ corporate name or registered office, the number of Members of the Stockholders hereby agrees 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 3.1(a)(vi), and (B) 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 Dentsu Members called for by Section 3.1(a)(vi) in accordance with the provisions of this Agreement; (ii) any merger, consolidation or similar business combination of Publicis with or into any other Person as a result of which those shareholders who were shareholders of Publicis immediately prior to such business combination shall have a majority of the outstanding votes and share capital of the surviving Person in such business combination; (iii) declaration of dividends, so long as Madame Badinter directs Dentsu to vote all in favor of reasonable dividends, it being agreed that Dentsu shall only be required to vote in favor of declaration of dividends with respect to any fiscal year if the Common Stock aggregate amount of dividends 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 Stockholder is record owner or 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”), provided that the share capital increases referred to in this Section 4.1(iv) with respect to which such Stockholder holds voting control, or Madame Badinter may direct Dentsu to vote shall not exceed in the case aggregate 10% of Common Stock held in “street name” to cause all the outstanding share capital of such Common Stock Publicis as constituted as of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlMarch 7, in favor of and in order to:2002 (i.e., 5,591,274 euros); and (av) remove all reductions of the current directors share capital of the Company except for such Publicis resulting from cancellation of those persons selected Publicis Shares pursuant to subparagraph (c) Publicis’ stock repurchase program, unless such reduction of this paragraph 1 as may be serving as directors share capital of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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) Publicis in the event any reasonable opinion of the persons described Dentsu would result in subparagraph (c) of this paragraph 1 cannot or will not serve as Dentsu’s being required to launch a director or ceases serving as a director of the Company tender offer 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 Stockholders;Publicis Shares and/or Securities.

Voting Agreement. Each For so long as the Purchaser has the right to designate or nominate a director to the Board of the Stockholders hereby agrees to vote all of the Common Stock of which 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 Directors pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company Section 4.1, at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company and at every postponement or adjournment thereof, each Purchaser shall take such action as may be required so that all of the Purchased Shares, Conversion Shares or other shares of Common Stock owned, directly or indirectly, of record or beneficially by the Purchaser and entitled to vote at such meeting of stockholders are voted (a) in 2007; favor of each director nominated and recommended by the Board of Directors for election at any such meeting, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (e) in the event any favor of the persons described Company’s proposal for amendment of its organizational documents in subparagraph (c) a manner that does not have an adverse effect on the holders of this paragraph 1 cannot Series C Preferred Stock to increase number of authorized shares of capital stock of the Company, but no Purchaser shall be under any obligation to vote in the same manner as recommended by the Board of Directors or will not serve in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is present, in person or ceases serving as a director by proxy, at each meeting of the stockholders of the Company for any reason whatsoever, elect as a director and at every postponement or adjournment thereof so that all of the Company such person(s) as a majority of the Stockholders shall agree among themselves to electPurchased Shares, such majority to be determined based upon the number of Conversion Shares or other shares of Common Stock held owned, directly or indirectly, of record or beneficially by the Stockholders relative to Purchaser may be counted for the aggregate number purposes of shares determining the presence of Common Stock held by all a quorum and voted in accordance with the terms and conditions of the Stockholders;this Section 4.8.

Voting Agreement. Each of the Stockholders hereby agrees (a) The L&H Control Group shall ---------------- take all actions necessary to vote all the L&H Shares entitled to vote and owned or held of record by the L&H Control Group at any annual or special stockholders meeting at which 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 ▇▇▇▇▇ to the Board, so long as ▇▇▇▇▇ is entitled to be nominated as a member of the Common Stock 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 which such Stockholder is record owner or with respect to which such Stockholder holds voting controlstockholders of the Company, or shall refuse to give its written consent in lieu of a meeting, thereupon, without further action by the Principal Stockholders, ▇▇▇▇▇ shall be, and hereby is, irrevocably constituted the attorney-in-fact and proxy of the 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 of Common Stock held in “street name” may be. In connection herewith, the L&H Control Group agrees to cause all of execute 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 proxy documents as may be serving as directors necessary to comply with the provisions of Article 74, Section 2 of the Company at Belgium Coordinated Laws on Commercial Companies (the time of such vote;"BCLCC"). ----- (b) amend Section 3.02 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 in favor of, or shall take all actions by written consent in lieu of any such meeting necessary to cause, the election of the Amended Bylaws designees of the Company L&H Control Group to set the number of directors Board, so long as ▇▇▇▇▇ is entitled to attend meetings of the Company at such number Board pursuant to Section 2.01(a) hereof or is entitled to be nominated as a majority member of the Board pursuant to this Article II. If the LLCs or the Principal Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 refuse to vote for the persons elected Stockholder Shares as directors provided in accordance with this Agreement or Section 2.03(b) at 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 Company, or shall refuse to give its written consent in 2007; (e) in lieu of a meeting, thereupon, without further action by the event L&H Control Group, any representative 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 L&H Control Group shall be, and hereby is, irrevocably constituted the attorney-in-fact and proxy of the Company LLCs and the Principal Stockholders for any reason whatsoeverthe purpose of voting, elect and shall vote such Stockholder Shares at such meeting as a director provided in this Section 2.03(b) or give such consent, as the case may be. In connection therewith, the LLCs and the Principal Stockholders agree to execute such proxy documents as may be necessary to comply with the provisions of Article 74, Section 2 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 Stockholders;BCLCC.

Voting Agreement. Each For so long as the Purchasers have the right to designate the Observer to the Board of the Stockholders hereby agrees to vote all of the Common Stock of which 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 Directors pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company Section 4.1, at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company in 2007; and at every postponement or adjournment thereof, the Purchasers shall take such action as may be required so that all of the Purchased Shares, owned, directly or indirectly, of record or beneficially by the Purchasers and entitled to vote at such meeting of stockholders are voted (ea) in the event any favor of the persons described Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), (b) in subparagraph favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (c) in favor of this paragraph 1 canthe Company’s proposal for amendment of its organizational documents in a manner that does not have an adverse effect on the holders of Series A Preferred Stock to increase number of authorized shares of capital stock of the Company, but the Purchasers shall not be under any obligation to vote in the same manner as recommended by the Board of Directors or will not serve in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as a director the Purchasers have the right to designate the Observer to the Board of Directors pursuant to Section 4.1, the Purchasers shall take such action as may be required so that the Purchasers are present, in person or ceases serving as a director by proxy, at each meeting of the stockholders 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 and at every postponement or adjournment thereof so that all of the Stockholders;Purchased Shares, owned, directly or indirectly, of record or beneficially by the Purchasers may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 4.17.

Voting Agreement. Each (a) The Stockholders shall at all times vote their Common Stock (to the extent they are entitled to vote the same) as specifically provided herein or, if not so provided, as directed by J2R in accordance with this Agreement, or in the same manner as the Common Stock held by J2R is voted in accordance with this Agreement, on the designation of director representatives, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Stockholders Company's stockholders and on which such Common Stock is entitled to vote, and for this purpose, each Stockholder, by execution of this Agreement, hereby agrees irrevocably constitutes and appoints the Person who is at any time the managing general partner of J2R, its proxy with full power of substitution to make such designations and to vote such Common Stock in the same manner as directed by J2R or as the Common Stock held by J2R is voted. To the extent permitted by law and for all purposes of this Agreement, each Stockholder, by its execution of this Agreement, irrevocably constitutes and appoints the Person who is at any time the managing general partner of J2R, its proxy with full power of substitution to vote all of its Common Stock at any meeting of stockholders of the Company, or to give consent in lieu of voting on the designation of directors, representatives, or the election of directors and on any matter which is submitted for a vote or consent to the stockholders and on which such Common Stock is entitled to vote (except to the extent such vote or consent would violate any applicable law and except with respect to stockholder voting on the merger or consolidation of the Company with another corporation or the sale of all or substantially all of the Company's assets), provided that such Common Stock is voted or consent is given with respect to it as specifically provided herein, or if not so provided, in the same manner as the Common Stock of which held by J2R. The proxies and powers granted by such Stockholder is record owner or pursuant to this Article 9 are coupled with an interest. Notwithstanding anything contained in this paragraph, (i) J2R shall not have the right to direct the vote with respect to any matter upon which a class vote is required or permitted hereunder and (ii) such Stockholder holds voting control, or in the case of Stockholder's Common Stock held in “street name” to cause all shall not, except with the express consent of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlStockholder, be voted in favor of any resolution the effect of which will be to change such Stockholder's Common Stock or J2R's Common Stock, or convert or exchange such Stockholder's Common Stock or J2R's Common Stock into or for different securities, unless in every such case such Stockholder's Common Stock and J2R's Common Stock are thereby changed identically or converted into or exchanged for the same type of securities pro rata (except in no event shall the Class D-2 Common or any other nonvoting securities issued as contemplated by this Agreement to holders of Class D-2 Common be amended to become voting securities and in order to: (a) remove all no event shall the terms on which Class D-2 Common or any such securities are convertible into voting securities be amended, except with the consent of the current directors holders of a majority of the Company except for such outstanding shares of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Class D-2 Common). (b) amend Section 3.02 Each Stockholder represents that he has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of the Amended Bylaws of the Company to set the number of directors of the Company at this Agreement, and no such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares holder of Common Stock held by shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the respective Stockholders as set forth on Schedule A hereto relative to the aggregate number provisions of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto;this Agreement. (c) elect as directors of the Company such persons as a majority of the Stockholders The voting agreement set forth in this Section 9.1 shall agree among themselves to elect, such majority to be determined based terminate upon the number occurrence 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 Stockholders;Qualified Public Offering.

Voting Agreement. Each (a) Securityholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Buyer, during the term of this Agreement, as proxy for Securityholder to vote (or refrain from voting) in any manner as Buyer, in its sole discretion, may see fit, all of the Stockholders Securities of Securityholder for Securityholder and in Securityholder's name, place and stead, at any annual, special or other meeting or action of the securityholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of securityholders of the Company, in lieu of a meeting or otherwise, with respect to (i) the adoption and approval of the Merger Agreement, (ii) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation or other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Acquisition Proposal (as defined in the Merger Agreement), and (iii) any sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger). The parties acknowledge and agree that neither Buyer, nor Buyer's successors, assigns, subsidiaries, divisions, employees, officers, directors, shareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney's fees) and compensation of any kind or nature whatsoever to Securityholder in connection with, as a result of or otherwise relating to any vote (or refrain from voting) by Buyer of the Securities subject to the irrevocable proxy hereby granted to Buyer at any annual, special or other meeting or action or the execution of any consent of the securityholders of the Company. (b) Notwithstanding the foregoing grant to Buyer of the irrevocable proxy, in the event Buyer elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Securityholder agrees to vote all of the Common Stock Securities during the term of this Agreement (i) if the issue on which Securityholder is requested to vote is a proposal to approve the Merger, Securityholder agrees to vote in favor of or give its consent to, as applicable, such Stockholder is record owner transaction or (ii) otherwise in the manner directed by Buyer at any annual, special or other meeting or action of securityholders of the Company, in lieu of a meeting or otherwise with respect to which such Stockholder holds voting control, or in any issue brought before 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 securityholders of the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 Stockholders;Company.

Voting Agreement. Each After due consultation between Dentsu and Madame Badinter, Dentsu shall vote its Publicis Shares as directed by Madame Badinter on the following matters: (i) any decision to amend the By-Laws to change Publicis' corporate name or registered office, the number of Members of the Stockholders hereby agrees 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 3.1(a)(vi), and (B) 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 Dentsu Members called for by Section 3.1(a)(vi) in accordance with the provisions of this Agreement; (ii) any merger, consolidation or similar business combination of Publicis with or into any other Person as a result of which those shareholders who were shareholders of Publicis immediately prior to such business combination shall have a majority of the outstanding votes and share capital of the surviving Person in such business combination; (iii) declaration of dividends, so long as Madame Badinter directs Dentsu to vote all in favor of reasonable dividends, it being agreed that Dentsu shall only be required to vote in favor of declaration of dividends with respect to any fiscal year if the Common Stock aggregate amount of dividends 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 Stockholder is record owner or 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"), provided that the share capital increases referred to in this Section 4.1(iv) with respect to which such Stockholder holds voting control, or Madame Badinter may direct Dentsu to vote shall not exceed in the case aggregate 10% of Common Stock held in “street name” to cause all the outstanding share capital of such Common Stock Publicis as constituted as of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlMarch 7, in favor of and in order to:2002 (i.e., 5,591,274 euros); and (av) remove all reductions of the current directors share capital of the Company except for such Publicis resulting from cancellation of those persons selected Publicis Shares pursuant to subparagraph (c) Publicis' stock repurchase program, unless such reduction of this paragraph 1 as may be serving as directors share capital of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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) Publicis in the event any reasonable opinion of the persons described Dentsu would result in subparagraph (c) of this paragraph 1 cannot or will not serve as Dentsu's being required to launch a director or ceases serving as a director of the Company tender offer 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 Stockholders;Publicis Shares and/or Securities.

Voting Agreement. Each (a) The Other Stockholders (other than Stockholders who are members of the Windward Group) shall at all times vote their Common Stock (to the extent they are entitled to vote the same) as directed by Onex, or in the same manner as the Common Stock held by Onex is voted, on the designation of director representatives, on the election of directors and, with the exception of NML, on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's stockholders and on which such Common Stock is entitled to vote, and for this purpose, shall execute and deliver to Onex (or its designees) proxies to make such designations and to vote such Common Stock in the same manner as directed by Onex or as the Common Stock held by Onex is voted. To the extent permitted by law and for all purposes of this Agreement, each Other Stockholder (other than Stockholders hereby agrees who are members of the Windward Group), by its execution of this Agreement, irrevocably constitutes and appoints the Person who is at any time the president of Onex, its proxy to vote all of its Common Stock at any meeting of stockholders of the Company, or to give consent in lieu of voting on the designation of directors, representatives, or the election of directors and, with the exception of NML, on any matter which is submitted for a vote or consent to the stockholders and on which such Common Stock is entitled to vote (except to the extent such vote or consent would violate any applicable law and except with respect to stockholder voting on the merger or consolidation of the Company with another corporation or the sale of all or substantially all of the Company's assets), provided that such Common Stock is voted or consent is given with respect to it in the same manner as the Common Stock of which held by Onex. The proxies and powers granted by such Other Stockholder is record owner or pursuant to this Article 9 are coupled with respect to which an interest. Notwithstanding anything contained in this paragraph, such Stockholder holds voting control, or in the case of Stockholder's Common Stock held in “street name” to cause all shall not, except with the express consent of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlStockholder, be voted in favor of any resolution the effect of which will be to change such Stockholder's Common Stock or Onex's Common Stock, or convert or exchange such Stockholder's Common Stock or Onex's Common Stock into or for different securities, unless in every such case such Stockholder's Common Stock and Onex's Common Stock are thereby changed identically or converted into or exchanged for the same type of securities pro rata (except in no event shall the Class D-2 Common or any other nonvoting securities issued as contemplated by this Agreement to holders of Class D-2 Common be amended to become voting securities and in order to: (a) remove all no event shall the terms on which Class D-2 Common or any such securities are convertible into voting securities be amended, except with the consent of the current directors holders of a majority of the Company except for such outstanding shares of those persons selected Class D-2 Common originally issued pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Recapitalization Agreement). (b) amend Section 3.02 Each Other Stockholder represents that he has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of the Amended Bylaws of the Company to set the number of directors of the Company at this Agreement, and no such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares holder of Common Stock held by shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the respective Stockholders as set forth on Schedule A hereto relative to the aggregate number provisions of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto;this Agreement. (c) elect as directors of the Company such persons as a majority of the Stockholders The voting agreement set forth in this Section 9.1 shall agree among themselves to elect, such majority to be determined based terminate upon the number occurrence 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 Stockholders;Qualified Public Offering.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 Vulcan hereby agrees that (i) all shares of Vulcan Preferred Stock will be represented, in person or by proxy, at all meetings of holders of Voting Securities of which Vulcan has actual notice in proportion to the current directors representation of the Company except for votes entitled to be cast by holders of Voting Securities, so that such portion of those persons selected pursuant to subparagraph (c) such shares of this paragraph 1 as Preferred Stock may be serving as directors counted for the purpose of determining the Company presence of a quorum at such meetings and (ii) that all shares so represented will be voted (and abstained) in proportion to the time votes cast (and abstained) by the holders of Voting Securities represented at such vote;meeting. (b) amend Section 3.02 Notwithstanding the foregoing, if, immediately prior to the record date for a meeting of the Amended Bylaws of the Company to set the number of directors of the Company Corporation's stockholders at such number as which a majority of the Stockholders shall agree, such majority Takeover Proposal or Stock Issuance Proposal is to be determined based upon considered, the number conversion by Vulcan of Vulcan Preferred Stock into Common Stock would violate any material legal impediment imposed by any Regulatory Authority, Vulcan shall be permitted to vote in its sole discretion Vulcan Preferred Stock in respect of such Takeover Proposal or Stock Issuance Proposal to the extent necessary to increase Vulcan's vote to the Agreed Percentage and the remaining shares of Common Vulcan Preferred 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; (c) elect as directors of the Company such persons as a majority of the Stockholders shall agree among themselves to elect, such majority to will 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 represented and voted in accordance with this Agreement or any successor directors designated in accordance with subparagraph (e) Section 1.1(a). With respect to such vote and the implementation of this paragraph 1Section 1.1(b) only, as directors the applicable amount of Vulcan Preferred Stock that Vulcan is permitted to vote in its sole discretion will be deemed to have been converted to Common Stock for purposes of the Company from the date hereof until the day immediately preceding the annual meeting definition of the stockholders terms "Agreed Percentage" and "Voting Securities" in Section 1.01 of the Company in 2007; (e) in Stock Purchase Agreement. The parties will cooperate with each other so as to effect the event any of the persons described in subparagraph (c) intent 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 Stockholders;Section 1.1(b).

Voting Agreement. Each of the Stockholders hereby agrees to vote 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 the Common Stock of which such Stockholder is record owner shares beneficially owned by it or with respect to which such Stockholder holds voting control, or in it has the case of Common Stock held in “street name” right 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 tovote: (a) remove all to, during such time as the HDA Shareholders collectively hold at least one-fourth of the current directors Common Stock held (the "Material Holding Period") by them, after giving effect to the Contemplated Transactions provide for the election to the Board of two (2) nominees (the Company except "HDA Directors") designated by the Shareholders' Agent which nominees initially shall be ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇ ▇▇▇▇▇, 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 of those persons selected pursuant vacancy to subparagraph (c) of this paragraph 1 as may be serving as directors of filled by a successor nominee designated by the Company at the time of such voteShareholders' Agent; (b) amend Section 3.02 of to, if the Amended Bylaws Voting Committee shall decide that it is in the best interests of the Company to set 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 additional number of nominees designated by the Shareholders' Agent equal to, when added to the number of directors nominees already elected to the Board in accordance with Section 2.2(a), 22 percent of the Company at such number as a majority members of the Stockholders Board who are representatives of the Shareholders, each of which members of the Board shall agree, such majority to be determined based upon the number of shares of Common Stock held by the respective Stockholders replaced 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 heretoabove in Section 2.2(a); (c) elect to, so long as directors the Peak Shareholders and the 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 such persons and which are submitted to the Shareholders for a vote as a majority of the Stockholders shall agree among themselves to electsupported, such majority to be determined based upon the number of shares of Common Stock held ratified, endorsed or opposed by the respective Stockholders as set forth on Schedule A hereto relative to the aggregate number Voting Committee by a vote 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 its members 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 Stockholders;Section 2.1.

Voting Agreement. Each (a) So long as the aggregate Beneficial Ownership of Ordinary Shares of the Stockholders hereby agrees ▇▇▇▇▇▇ Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to vote 5% of the then issued and outstanding Ordinary Shares, each of the ▇▇▇▇▇▇ Shareholders shall cause all of the Common Stock Voting Securities owned by it or any of its Controlled Affiliates or over which such Stockholder is record owner it or any of its Controlled Affiliates has voting control to be voted (i) in favor of all those persons nominated and recommended to serve as directors of New Mylan by the Board of Directors or any applicable committee thereof and (ii) with respect to which such Stockholder holds voting controlany other action, proposal or in matter to be voted on by the case shareholders 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 controlNew Mylan (including through action by written consent), in favor of and in order to: (a) remove all accordance with the recommendation of the current directors Board of Directors or any applicable committee thereof. Notwithstanding the foregoing, the ▇▇▇▇▇▇ Shareholders and their respective Controlled Affiliates shall be free to vote at their discretion in connection with any proposal submitted for a vote of the Company shareholders 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 for where such proposal has not been approved or recommended by the Board of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of Directors, in which event the Company at the time of such vote;preceding sentence shall apply. (b) amend Section 3.02 So long as the aggregate Beneficial Ownership of Ordinary Shares of the Amended Bylaws ▇▇▇▇▇▇ Shareholders and their respective Controlled Affiliates, as a group, is greater than or equal to 5% of the Company then issued and outstanding Ordinary Shares, with respect to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 any matter that each ▇▇▇▇▇▇ Shareholder is required to vote for the persons elected as directors on in accordance with this Agreement Section 4.1(a), each ▇▇▇▇▇▇ 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 successor directors designated in accordance with subparagraph other means. Each ▇▇▇▇▇▇ Shareholder shall deliver the completed proxy form to New Mylan no later than five (e5) Business Days prior to the date of such general meeting of New Mylan. Upon the written request of New Mylan, each of the ▇▇▇▇▇▇ Shareholders hereby agrees to take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent 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 Stockholders;Section 4.1(b). Section 5.

Voting Agreement. (a) Each Stockholder agrees that, for a period from and including the date hereof and to and including April 30, 2018, he or she will vote the shares of the Stockholders hereby agrees to vote all of the Common Stock now owned and hereafter acquired by him or her and all other shares of which such Stockholder is record owner or Common Stock with respect to which such Stockholder holds he or she has or shares, and hereafter may have or share, voting control, or in the case power and (ii) shares of Common Stock held in “street name” hereafter transferred by a Stockholder pursuant to cause all of such Common Stock of which such Stockholder is beneficial owner or Section 3(a)(ii)) (the "Voting Shares"), with respect to which such Stockholder holds voting control, in favor all matters submitted to the Stockholders at any annual or special meeting of and in order to: (a) remove all stockholders of the current directors of the Company except for such of those persons selected Corporation, or pursuant to subparagraph a written consent in lieu thereof, as directed by the Stockholders' Committee (c) of this paragraph 1 as may be serving as directors of the Company at the time of such vote;hereinafter defined). (b) amend Section 3.02 A committee of four persons (the "Stockholders' Committee") is hereby appointed for the purpose of directing the voting by the Stockholders of the Amended Bylaws Voting Shares upon all matters which may be submitted to the Stockholders at any annual or special meeting of stockholders of the Company Corporation or pursuant to set a written consent in lieu thereof. The initial members of the Stockholders' Committee shall be ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of the Stockholders' Committee (other than ▇▇▇ ▇▇▇▇▇▇▇▇) 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 ▇▇▇ ▇▇▇▇▇▇▇▇) 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 ▇▇▇ ▇▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇▇▇▇▇'▇ unwillingness to serve as a member of the Stockholders' Committee, the vacancy created thereby shall not be filled and the number of directors persons comprising the entire Stockholder's Committee shall contemporaneously therewith be reduced to three persons. (c) The presence in person or by proxy of at least two-thirds of the Company members of the Stockholders' Committee shall constitute a quorum for the transaction of business. The vote of at least two-thirds of the members of the Stockholders' Committee, or the unanimous written consent of all members without a meeting, shall be the act of the Stockholders' Committee. The Stockholders' Committee shall notify each Stockholder in writing of all decisions of the 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 number as Group Designee shall be succeeded (and each successor shall be succeeded) by the person whose name is listed next following such Group Designee's or successor's name on Schedule D hereto. In the event of the death, mental or 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 majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held owned by such Stockholder Group, shall fill 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; (c) elect as directors of the Company such persons 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 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 Stockholders;vacancy thereby created.

Voting Agreement. Each of (a) During the Stockholders hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or Voting Period (as defined below), with respect to all Subject Securities (as defined below) over which FrontFour or any of its “Affiliates” or “Associates” (as such Stockholder holds voting controlterms are defined in the Exchange Act) has the right to vote as of the record date for any meeting of the Company’s stockholders or action by written consent, as the case may be, FrontFour shall cause all such Subject Securities to be present for quorum purposes and shall vote, or in the case of Common Stock held in “street name” cause to cause be voted, all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting control, securities in favor of the adoption of, and in order to: (a) remove all of the current directors of transactions contemplated by, the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of revised MCC Merger Agreement, including the Company at the time of such vote;MCC Merger. (b) amend Subject to Section 3.02 2(a), during the Restricted Period, with respect to all Subject Securities over which FrontFour or any of its Affiliates or Associates has the right to vote as of the Amended Bylaws record date at any respective meeting of the Company’s stockholders or the Combined Company’s stockholders, or pursuant to any action by written consent, FrontFour shall cause all such Subject Securities to be present for quorum purposes and shall vote, or cause to be voted, all such Subject Securities (i) in favor of each director candidate nominated and recommended by the Board or the Combined Company Board, respectively, for election at any such meeting or pursuant to any action by written consent, and (ii) against any stockholder nominees for director or purported stockholder nominations for director which are not recommended by the Board or the Combined Company Board, respectively, for election at any such meeting or pursuant to any action by written consent. During the Restricted Period, with respect to any stockholder proposals or other business presented at any respective stockholder meeting of the Company or the Combined Company or pursuant to set any action by written consent, FrontFour shall vote, or cause to be voted, all Subject Securities, in accordance with either (A) the number recommendation of directors the Board or the Combined Company Board, respectively, or (B) the recommendation of Institutional Shareholder Services Inc. (“ISS”) (unless such proposals are in connection with, or are otherwise inconsistent with FrontFour’s support of, the revised MCC Merger Agreement, in which case FrontFour must vote as recommended by the Board); provided, however, that FrontFour shall be permitted to vote in its sole discretion with respect to any publicly announced proposals (unless such proposals are in connection with, or are otherwise inconsistent with FrontFour’s support of, the revised MCC Merger Agreement, in which case FrontFour must vote as recommended by the Board) for an Extraordinary Matter (as defined below) involving the Company or the Combined Company, respectively, requiring a vote of the respective stockholders of the Company at such number as a majority of or the Stockholders shall agree, 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;Combined Company. (c) elect as directors of During the Company such persons as a majority of the Stockholders Restricted Period, FrontFour shall agree among themselves not enter into any agreement or understanding with any Person to elect, such majority vote or give instructions 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;vote in any manner inconsistent with Sections 2(a) and 2(b). (d) continue to vote for During the persons elected Voting Period, FrontFour shall not, directly or indirectly, cause or permit any Transfer (as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph (edefined below) 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 Subject Securities to be effected. Without limiting the generality of the Company for foregoing, during the Voting Period, FrontFour shall not tender, agree to tender or permit to be tendered any reason whatsoever, elect as a director of the Company such person(s) as a majority of the Stockholders shall agree among themselves Subject Securities in response 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 Stockholders;or otherwise in connection with any tender or exchange offer.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 For so long as the Investor Parties have the right to designate or nominate one or more directors to the Board of the current directors of the Company except for such of those persons selected Directors pursuant to subparagraph (c) of this paragraph 1 as 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 2.1 or any successor directors designated in accordance with subparagraph (e) Investor Nominee continues to serve on the Board of this paragraph 1Directors, as directors of the Company from the date hereof until the day immediately preceding the annual at each meeting of the stockholders of the Company in 2007; and at every postponement or adjournment thereof, the Investor Parties or Other Holders, as applicable, shall take such action as may be required so that all Conversion Shares owned, directly or indirectly, of record or beneficially by such Investor Parties and Other Holders and entitled to vote at such meeting of stockholders are voted (ea) in favor of each director nominated or recommended by the event Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the persons described in subparagraph Board of Directors, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of this paragraph 1 cannot the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or will not serve the Compensation Committee of the Board of Directors (or any successor committee or committee performing similar functions, however denominated), and (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm. In furtherance of the foregoing, for so long as the Investor Parties have the right to designate or nominate a director to the Board of Directors pursuant to Section 2.1, the Investor Parties and Other Holders shall take such action as may be required so that the applicable Investor Parties and Other Holders are present, in person or ceases serving as a director by proxy, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all Conversion Shares owned, directly or indirectly, of record or beneficially by the Investor Parties and Other Holders may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 2.9. (b) The provisions in Section 2.9(a) will terminate and cease to have effect if, following any reason whatsoever, elect as a director conversion of Notes into shares of Common Stock of the Company such person(s) as in connection with the Rights Offering contemplated by the Purchase Agreement, the Investor acquires control of 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 voting power of the Stockholders;Company.

Voting Agreement. Each In consideration of the Stockholders sale of the Shares by the ---------------- Company to Purchaser, Purchaser hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or that, with respect to any matter upon which such Stockholder holds voting controlthe separate vote of the holders of the Company's Series A Common Stock is required under Section 242(b) of the Delaware General Corporation Law prior to the closing of the Company's initial public offering of Series A Common Stock pursuant to a registration statement filed with and declared effective by the SEC (the "Company IPO"), or ----------- Purchaser will cast all votes attributable to Purchaser's Shares 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 same proportion as the holders of the current directors Company's outstanding shares of Convertible Preferred Stock designated in the Certificate of Incorporation of the Company except for (the "Convertible Preferred Stock") cast their votes upon such matter, or, if --------------------------- there are no such shares of those persons selected pursuant Convertible Preferred Stock outstanding, in the same manner as the holders of the Company's outstanding shares of Series B Common Stock cast their votes upon such matter. Purchaser hereby irrevocably appoints the Secretary of the Company, or any other person designated by the Secretary of the Company, to subparagraph (c) act as Purchaser's proxy until the Company IPO to cast all votes attributable to Purchaser's Shares as specified in this Section. The obligations of this paragraph 1 as may Section shall be serving as directors binding on any transferee to whom the Shares are transferred by Purchaser or any subsequent transferee. As a condition of any transfer of the Company at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of Shares prior to the Company IPO, Purchaser shall require any transferee, and any such transferee shall require its transferee, to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority agree to be determined based upon the number of shares of Common Stock held bound 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; (c) elect as directors of the Company such persons 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 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) provisions 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) Section in the event any of the persons described in subparagraph (c) of this paragraph 1 cannot or will not serve same manner 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 Stockholders;Purchaser is bound.

Voting Agreement. Each (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 Stockholders hereby Company act by written consent with respect to the election of directors, each Stockholder agrees to 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 Common Stock of which 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 Company shall take all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting necessary and desirable actions within its control, in favor of and in order toto cause: (ai) 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 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 set the authorized number of 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 number 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 des▇▇▇▇▇▇ ▇wo ▇▇▇▇▇tors and Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS IX") shall designate one ▇ire▇▇▇▇, 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 majority 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 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; (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 ▇▇ ▇▇▇▇▇▇▇ ▇▇ Mr. Shindler, any director replacing Mr. Shindler s▇▇▇▇ ▇▇▇▇ ▇▇e qualifications set forth in ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 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 shall have qualified; (ii) the removal from the Board (with or without cause) of 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 agreebe 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 designate▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇hasers) 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 majority 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 determined based upon 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 number provisions of shares 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 certificate is defined in the 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 respective Stockholders as set forth on Schedule A hereto relative to Trimaran Purchasers and the aggregate number CIBC Purchasers, in the aggregate, shall fall below 2% of shares of the outstanding Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of the Company such persons (calculated on a Fully-Diluted Basis), and subject to Section 1(g), the CIBC Purchasers shall have the right to designate a representative to attend as a majority an observer all meetings of the Stockholders Board and to receive all notices distributed to members of the Board at the same time and in the same manner as so distributed. The Company shall agree among themselves to elect, provide such majority to be determined based upon observer with such information as 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;observer shall reasonably request. (dg) continue Unless earlier terminated as to vote for any Stockholder as provided above, the persons elected as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph (e) provisions of this paragraph Section 1 shall terminate on February 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 Stockholders;2008.

Voting Agreement. Each The Stockholder agrees that, prior to the Expiration Date, at any meeting of the Stockholders hereby agrees Company stockholders, however called, and at any adjournment or postponement thereof, and in any action taken by the written consent of the Company stockholders without a meeting, unless otherwise directed in writing by TWC or unless TWC or any of its affiliates otherwise exercise the Proxy, such Stockholder will: (i) appear at the meeting or otherwise cause his, her or its Subject Shares, together with any capital stock of the Company acquired by the Stockholder after the date of this Agreement, whether upon the exercise of stock options, warrants or otherwise (the Stockholder's acquired shares, together with the Subject Shares, are referred to herein as the Stockholder's "Shares"), to be counted as present thereat for purposes of establishing a quorum, and vote all Subject Shares in accordance with the terms of the Common Stock of which such Stockholder is record owner or with respect to which such Stockholder holds voting controlthis Agreement; (ii) vote, or execute consents in the case of Common Stock held in “street name” to respect of, all Shares, or cause all of such Common Stock of which such Stockholder is beneficial owner Shares to be voted, or with consents to be executed in respect to which such Stockholder holds voting controlthereof, in favor of and in order toof: (a) remove the adoption and approval of the Master Contribution Agreement (including any revised or amended Master Contribution Agreement that is not materially less favorable to the Company or the Stockholders from a financial point of view) and the transactions contemplated thereby, including, without limitation, the contribution of substantially all of the current directors of Company's assets to the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company at the time of such voteDistributor; (b) amend Section 3.02 the amendment and restatement of the Amended Bylaws Company's certificate of incorporation to: (i) increase the Company's authorized shares of Common Stock by 200 million shares; (ii) authorize the creation of Series W Preferred Stock with rights, preferences and privileges approved by the Board of Directors of the Company; (iii) causing the Company to set the number opt out of directors and elect not to be governed by Section 203 of the Company at such number Delaware General Corporation Law (which contains certain anti-takeover provisions); (iv) waive certain fiduciary obligations of TWC (including its affiliates and related persons) as a majority stockholder with respect to competing activities that it might engage in (paralleling similar provisions contained in the Limited Liability Company Agreement of the Stockholders shall agreeDistributor); and (v) rename the Company "Genius Entertainment, Inc." or such majority other name to be determined based upon by the Board of Directors of the Company. (c) an increase in the number of shares available for issuance under the Company's 2004 Stock Incentive Plan 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; (c) elect as directors of the Company such persons 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 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;6 million shares; and (d) continue each of the other actions contemplated by the Master Contribution Agreement and this Agreement, and any action required in furtherance hereof and thereof. (iii) vote, or execute consents in respect of, all Shares, or cause all Shares to vote for be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Competing Transaction Proposal or transaction or occurrence that if proposed and offered to the persons elected as directors in accordance with this Agreement Company or its stockholders (or any successor directors designated in accordance with subparagraph of them) would constitute a Competing Transaction Proposal (ecollectively, "Alternative Transactions") of this paragraph 1, as directors or (B) any amendment of the Company's certificate of incorporation or bylaws or other proposal, action or transaction involving the Company from or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the date hereof until consummation of the day immediately preceding transactions contemplated by the annual meeting Master Contribution Agreement, or change in any manner the voting rights of the Company's common stock (collectively, "Frustrating Transactions") presented to the stockholders of the Company in 2007; (e) in the event regardless of any recommendation of the persons described Board of Directors of the Company) or in subparagraph (c) respect of this paragraph 1 cannot which the vote or consent of the Stockholder is requested or sought. Prior to the Expiration Date, such Stockholder will not serve as a director enter into any agreement or ceases serving as a director of the Company for understanding with any reason whatsoever, elect as a director of the Company such person(s) as a majority of the Stockholders shall agree among themselves person or entity 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 Stockholders;vote or give instructions in any manner inconsistent with this Section 2.1.

Voting Agreement. Each Until the third anniversary of the Stockholders hereby agrees to vote Closing, the Purchaser shall take such action as may be required so that all of the Common Stock of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or in Shares and 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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held owned, directly or indirectly, of record or beneficially by the respective Stockholders as set forth on Schedule A hereto relative to Purchaser (including the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors issued upon conversion of the Company such persons 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 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; Shares) (da) continue that are entitled 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 at each meeting of the stockholders of the Company in 2007; are voted at each such meeting of stockholders and at every postponement or adjournment thereof (ei) in favor of each director nominated or recommended by the event Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Board of Directors, (ii) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (iii) in favor of the persons described Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), (iv) in subparagraph favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (cv) in favor of this paragraph 1 cannot any Merger and (b) are tendered pursuant to any Tender Offer in which Purchaser is eligible to participate. Except as set forth in the preceding sentence, no Purchaser shall be under any obligation to vote in the same manner as recommended by the Board of Directors or will not serve in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, until the third anniversary of the Closing, the Purchaser shall take such action as a director may be required so that the Purchaser is present, in person or ceases serving as a director by proxy, at each meeting of the stockholders of the Company for any reason whatsoever, elect as a director and at every postponement or adjournment thereof so that all 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 and shares of Common Stock held owned, directly or indirectly, of record or beneficially by the Stockholders relative to Purchaser (including the aggregate number of shares of Common Stock held by all issued upon conversion of the Stockholders;Shares) may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 4.4.

Voting Agreement. Each Subject to Section 4.10 and provided that the provisions of this Section 4.8 have been complied with, each of the Televisa Investors shall (a) cast all votes to which they are entitled in respect of their Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Prospective Selling Stockholders hereby agrees (or, after the Principal Investor Sell-Down, the Board) may instruct by written notice to vote all the Televisa Investors to approve any aspect or aspects of the Common Stock Merger Exit or, if the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) so instruct, against any proposal competing against or which may impede or delay the Merger Exit, including any proposal to approve any amendment to the Charter, any sale, merger, consolidation, reorganization or any other transaction or series of which such Stockholder is record owner transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) solely to effectuate the Merger Exit and subject to the rights of the Televisa Investors under this Section 4.8, (b) agree to waive any dissenters’ rights, appraisal rights or similar rights, (c) reasonably cooperate with the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) with respect to which such Stockholder holds voting controlthe Merger Exit and roll over, including executing, acknowledging and delivering consents, assignments, and other documents or in the case instruments, furnishing information and copies of Common Stock held in “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner documents, filing applications, reports, returns, filings and other documents or instruments with respect to which such Stockholder holds voting controlGovernmental Authorities, in favor of and in order to: each case, to the extent necessary (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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be reasonably determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative to Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) and not inconsistent with the aggregate number of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of Televisa Investor’s rights under the Company such persons as a majority of the Stockholders shall agree among themselves to electTransaction Agreements, 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 otherwise take all other actions required pursuant to vote for the persons elected as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph Sections 4.3 and 4.4 and (e) unless such Televisa Investor has exercised its Merger Exit Participation Rights, and to the extent not occurring by virtue of this paragraph 1operation of Law, as directors roll-over all of its Shares into equity of the Company from Acquiror (and receive cash to the date hereof until the day immediately preceding the annual meeting of the stockholders of the Company extent provided in 2007; (eSection 4.8.6(b)) in the event Merger Exit. In connection with 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 FCC filing required with regards to any Merger Exit, the Company for any reason whatsoevershall file such FCC applications as it is required to file in order to obtain such FCC approval, elect as a director of and the Televisa Investors shall cooperate with the Company and promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such person(sapplications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (y) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (z) promptly taking all other actions reasonably requested by the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) as a majority of the Stockholders shall agree among themselves necessary, desirable and/or appropriate to elect, facilitate obtaining 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 Stockholders;FCC approval.

Voting Agreement. Each of ▇. ▇▇▇▇▇▇ agrees that, until the Stockholders hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or with respect to which such Stockholder holds voting controlTermination Date, 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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each and every meeting of the stockholders of AAMC and at every postponement or adjournment thereof, ▇▇▇▇▇▇ shall take such action as may be required so that all of the Company in 2007; shares of common stock of AAMC beneficially owned, directly or indirectly, by ▇▇▇▇▇▇ and entitled to vote at such meetings of stockholders are voted (ei) in favor of each director nominated and recommended by the event Board of Directors of AAMC (the “Board”) (or a duly authorized committee thereof) for election at any such meeting, (ii) against any stockholder nominations for directors which are not approved and recommended by the Board (or a duly authorized committee thereof) for election at any such meeting and (iii) otherwise in accordance with the Board’s recommendation on all proposals properly brought before any meetings of stockholders of AAMC, including any proposal seeking approval to amend AAMC’s charter to increase the total number of authorized shares of capital stock of any class or series (except as permitted in the following proviso), and (b) ▇▇▇▇▇▇ shall not, directly or indirectly, solicit any proxies or seek to advise or influence any Person with respect to the voting of AAMC’s securities in connection with any of the persons described matters set forth in subparagraph this Section 5; provided that ▇▇▇▇▇▇ shall not be under any obligation to vote in the same manner as recommended by the Board or in any other manner, other than in ▇▇▇▇▇▇’▇ sole discretion, with respect to any matter, including the approval (cor non-approval) or adoption (or non-adoption) of this paragraph 1 cannot any proposal, related to, (i) any merger or will not serve as a director other business combination transaction involving AAMC, (ii) the sale of all 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 substantially all of the Stockholders;assets of AAMC, (iii) any other change of control transaction involving AAMC, or (iv) financings, recapitalizations, and securities offerings that require approval from the holders of AAMC common stock pursuant to rules of the NYSE American or any other national securities exchange on which AAMC’s common stock is then listed, or distributions or dividends that are not made on a pro rata basis to the holders of AAMC common stock, but ▇▇▇▇▇▇ shall not, directly or indirectly, initiate, propose, or be part of a group or act in concert with any other Person that proposes, nor shall it make any public statements with respect to, any such transaction unless consistent with the Board’s recommendation, and ▇▇▇▇▇▇ shall not, directly or indirectly, solicit any proxies or seek to advise or influence any Person with respect to the any such transaction. B. Both the Most Favored Nation Clause (Section 4) and the Voting Agreement (Section 5(A)) shall terminate automatically on March 1, 2025. After the date upon which AAMC holds its 2022 annual meeting of shareholders, both the Most Favored Nation Clause (Section 4) and the Voting Agreement (Section 5(A)) shall terminate before March 1, 2025: (i) if ▇▇▇▇▇▇, in its sole discretion, elects to terminate the Voting Agreement in Section 5(A) by written notice to AAMC, in which case the Most Favored Nation Clause (Section 4) automatically terminates on that date as well or (ii) if AAMC has prior to the 2022 annual meeting of shareholders settled all claims of holders of the Preferred shares, resulting in the exchange, cancellation or redemption of all of the outstanding Preferred Shares, in which case both the Most Favored Nation Clause (Section 4) and the Voting Agreement (Section 5(A) shall automatically terminate on the business day immediately following the 2022 annual meeting of shareholders. The date on which Section 4 and Section 5(A) terminates is the “Termination Date”. ▇. ▇▇▇▇▇▇ agrees that until the Termination Date, for so long as ▇▇▇▇▇▇ owns, directly or indirectly, any shares of common stock of AAMC, ▇▇▇▇▇▇ shall (to the extent necessary to comply with this Section 5) be present, in person or by proxy, at all meetings of the stockholders of AAMC so that all common shares of AAMC owned by ▇▇▇▇▇▇, directly or indirectly, may be counted for the purposes of determining the presence of a quorum and voted in accordance with this Section 5 at such meetings (including at any adjournments or postponements thereof). D. To the extent that ▇▇▇▇▇▇ does not perform in accordance with and/or breaches the provisions of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ hereby irrevocably and to the fullest extent permitted by law appoint AAMC with full power of substitution and resubstitution, as ▇▇▇▇▇▇’▇ true and lawful attorney and irrevocable proxy, to the fullest extent of ▇▇▇▇▇▇’▇ rights with respect to the common shares of AAMC owned beneficially or of record by ▇▇▇▇▇▇, to vote each of such common shares, or to execute a written consent, solely with respect to the matters set forth in Section 5 hereof. ▇▇▇▇▇▇ intends this proxy to be irrevocable and coupled with an interest hereunder until the Termination Date and hereby revokes any proxy previously granted by ▇▇▇▇▇▇ with respect to any and all shares of common stock of AAMC owned beneficially or of record by ▇▇▇▇▇▇.

Voting Agreement. Each Except as otherwise provided by the Company’s governing documents or applicable Texas law, for so long as the Purchaser has the right to designate or nominate a director to the Board of the Stockholders hereby agrees to vote all of the Common Stock of which 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 Directors pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company Section 4.1, at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company in 2007; and at every postponement or adjournment thereof, the Purchaser shall take such action as may be required so that all of the shares of Series A Preferred Stock and Common Stock owned, directly or indirectly, of record or beneficially, by the Purchaser and entitled to vote at such meeting of stockholders are voted (ea) in favor of any Company “say-on-pay” proposal and any proposal by the event any Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the persons described Board of Directors (or any successor committee, however denominated), (b) in subparagraph favor of any Company proposal for ratification of the appointment of the Company’s independent registered public accounting firm, and (c) any other Company proposal in respect of this approval or ratification of a plan, as defined in paragraph 1 cannot (a)(6)(ii) of Item 402 of Regulation S-K, intended to replace or will not serve succeed the 2014 Stock Plan that is substantially similar (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 authorized and the other terms thereof) to the 2014 Stock held Plan, but the Purchaser shall not be under any obligation to vote in the same manner as recommended by the Stockholders relative Board of Directors or in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Purchaser has the right to designate or nominate a director to the aggregate number Board of shares Directors pursuant to Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is present, in person or by proxy, at each meeting of Common Stock held by the stockholders of the Company and at every postponement or adjournment thereof so that all of the Stockholders;shares of Series A Preferred Stock and Common Stock owned, directly or indirectly, of record or beneficially, by the Purchaser and entitled to vote at such meeting of stockholders may be counted for the purposes of determining the presence of a quorum and voted in accordance with the terms and conditions of this Section 4.17.

Voting Agreement. Each Stockholder (other than the Warrant Security Holders) agrees that so long as WPP or any of its Affiliates owns at least twenty percent (20%) of the Stockholders hereby agrees to outstanding Common Stock, such Stockholder shall vote all of such Stockholder's shares of Common Stock and any other voting Securities of the Company over which 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 and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of members on the Governing Bodies of Company and VICORP shall comprise at least five (5) but no more than seven (7) members; and (ii) the following Persons shall be elected to the Governing Bodies of 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 adjusted for stock splits, stock dividends, recapitalizations and the like) of the Common Stock and subject to WPP's reasonable approval (the "Mid Oaks Member"); provided, however, that during such times as Mid Oaks holds less than 85,655 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of which such Stockholder is record owner or with respect to which such Stockholder holds voting controlthe Common Stock, 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 controlthere shall be no Mid Oaks Member and, in favor 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 in order to:provided further that for purposes of this section Mid Oaks shall be deemed to own any shares that are transferred by Mid Oaks to its Affiliates or employees pursuant to Section 5(f)(ii); (aC) remove all up to three (3) members designated by WPP (the "Outside Members"); provided that no Outside Member shall be (x) a member of the current directors Company's management or an employee or officer of the Company except for or its subsidiaries, or (y) a member of WPP's management or management of any of its affiliates, it 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 a director or non-executive chairman of those persons selected pursuant to subparagraph any WPP or Company affiliate; and (cD) 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 this paragraph 1 as may be serving as directors the outstanding Common Stock, WPP shall at all times have the right, exercisable in its sole discretion, to select at least a majority of the Company at the time of such voteany Governing Body; (biii) amend Section 3.02 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 Amended Bylaws of the Company Stockholder or Stockholders entitled to set the number of directors of the Company at designate such number as a majority of the Stockholders shall agree, such majority director pursuant 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 heretoSection 1(a)(ii) above; (c) elect as directors of the Company such persons 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 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; (eiv) in the event that any of the persons described in subparagraph (c) of this paragraph 1 cannot or will not representative designated hereunder for any reason ceases to serve as a director member of any Governing Body during his or ceases serving as her term of office, the resulting vacancy on the Governing Body shall be filled by 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 representative designated by the Stockholders relative Person or Persons entitled to designate such director pursuant to Section 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 aggregate number terms of shares this Section 1, the election of Common Stock held by a Person to such Governing Body shall be accomplished in accordance with the Organizational Documents and applicable law; provided that the parties shall take all of necessary actions to remove such individual if the Stockholders;party or parties which failed (and are otherwise entitled) to designate such a representative so directs.

Voting Agreement. Each (a) For so long as either ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇ remains an employee of the Stockholders Company or ModeX Therapeutics, each of the Holders set forth on Schedule B attached hereto (each such Holder, a “Voting Holder”) agrees to 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 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 the Board of Directors. (b) To secure each Voting Holder’s obligations to vote his, her or its shares of Covered Securities in accordance with this Section 4, (i) each Voting Holder hereby agrees appoints the Chairman of 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 Common Stock matters set forth in Section 4(a) and to execute all appropriate instruments consistent with this Agreement on behalf of which such Stockholder is record owner or with respect Voting Holder if, and only if, such Voting Holder fails to which such Stockholder holds voting controlvote, or in the case of Common Stock held in “street name” cause to cause be voted, all of such Common Stock of which Voting Holder’s Covered Securities or execute 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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 other instruments in accordance with this Agreement or any successor directors designated in accordance with subparagraph (e) the provisions of this paragraph 1, as directors Section 4 within [five (5)] days of the Company from Company’s written request for such Voting Holder’s vote, written consent or signature. The proxy and power granted by each Voting Holder pursuant to this Section 4 are coupled with an interest and are given to secure the date hereof until performance of such Voting Holder’s obligations under this Section 4. Each such proxy and power will be irrevocable during the day immediately preceding Lock-Up Term. The proxy and power, so long as any Voting Holder is an individual, will survive the annual meeting 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 stockholders merger or reorganization 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 Stockholders;Voting Holder.

Voting Agreement. Each (a) PHS hereby agrees that, to the extent that and for so long as the total voting power of voting securities of the Stockholders hereby agrees to vote all of the Common Stock of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or in the case Company beneficially owned by PHS and its Affiliates and any other Persons whose beneficial ownership of Common Stock held in “street name” to cause all would be aggregated with PHS for purposes 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: (aSection 13(d) remove all of the current directors 1934 Act exceeds 33% of the voting power of the total number of voting securities of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as 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 set the number then outstanding, in any election of directors of the Company at such number as and in any other matter submitted to a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 general 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; (ewhether taken at an annual or special meeting of stockholders or by written action) (i) PHS shall and shall cause such Affiliates and such other Persons to vote any Excess Voting Securities in the event any same manner as and in the same proportion to the votes cast on the matter by the other holders of voting securities of the persons described Company, and (ii) constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the officers of the Company, and each of them, with full power of substitution, with respect to the matters set forth in subparagraph clause (ci) of this paragraph 1 cannot Section 7.10, and hereby authorizes each of them to represent and to vote, if and only if PHS (or will not serve any of its Affiliates) (A) fails to vote or (B) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of clause (i) of this Section 7.10, all shares of voting securities held by PHS or such Affiliates as a director or ceases serving as a director of the Company for applicable record date in accordance with the terms of clause (i) of this Section 7.10, or to take any reason whatsoever, elect as a director action necessary to effect clause (i) of this Section 7.10. The obligations set forth in this Section 7.10(a) shall terminate and be of no further force or effect upon the earlier of (i) the expiration of the Company such person(sAdditional Closing Option and (ii) as a majority when the beneficial ownership of PHS and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with PHS for purposes of Section 13(d) of the Stockholders shall agree among themselves to elect, such majority to be determined based upon the number of 1934 Act (including for this purpose all shares of Common Stock issuable upon exercise of warrants and options held by such Persons) falls below 33% of the Stockholders relative to voting power of the aggregate total number of shares voting securities of the Company then outstanding. Notwithstanding the foregoing, the foregoing provisions shall not apply to any voting securities held by Persons that were not Affiliates of PHS or Persons whose beneficial ownership of Common Stock held by all would be aggregated with PHS for purposes of Section 13(d) of the Stockholders;1934 Act, in each case as of the date of this Agreement, except to the extent such Persons beneficially own voting securities of the Company that (i) were beneficially owned by PHS and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with PHS for purposes of Section 13(d) of the 1934 Act as of the date of this Agreement or (ii) were originally issued pursuant to this Agreement, including upon the exercise of the Common Warrants issued pursuant to this Agreement (collectively, the “Transferred Securities”), and with respect to such Persons, the term “Excess Voting Securities” shall only include the Transferred Securities and no other voting securities of the Company. (b) Each of the proxy and power of attorney granted pursuant to Section 7.10(a) is given in consideration of the issuance of the Closing Securities to PHS and the agreements and covenants of the Company and the parties in connection with the matters and transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires prior to the issuance of any Closing Securities to PHS or the obligations set forth in Section 7.10(a) terminate as set forth in such Section 7.10(a). (c) So long as the obligations of Section 7.10(a) are in full force and effect, but in no event later than June 30, 2017, if PHS or any of its Affiliates transfer any of the Securities to any Person that is not an Affiliate of PHS or such Affiliates, and such transfer is not made in connection with a Company Sale and results in the transferee and any Persons whose beneficial ownership of Common Stock would be aggregated with such transferee for purposes of Section 13(d) of the 1934 Act holding greater than 33% of the voting power of the total number of voting securities of the Company then outstanding, such transfer may only take place if the transferee agrees in writing to hold such Securities subject to the obligations set forth in Section 7.10(a) hereof. Any such transfer of Securities not made in compliance with the requirements of this Section 7.10(c) shall be null and void ab initio, shall not be recorded on the books of the Company or by the transfer agent for the Common Stock (the “Transfer Agent”) and shall not be recognized by the Company.

Voting Agreement. Each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that, to the Stockholders 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 agrees 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 Common Stock Excess Shares in accordance with the terms and provisions of which such Stockholder this Section 4.9. The proxy granted pursuant to the immediately preceding sentence is record owner 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 which such Stockholder holds any of the Excess Shares, deposit any of the Excess Shares into a voting controltrust 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 case terms of this Section 4.9. Any shares of Common Stock held that are in “street name” excess of the WLR Grandfathered Percentage (as defined in the Stockholder Rights Agreement as amended as of the date hereof and without giving effect 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:any later amendment thereof) (a) remove all under the circumstances described in paragraph (F) of Section 1(a)(y) of the current directors Stockholder Rights Agreement (but only to the extent set forth in clause (2) of the Company except for proviso to such of those persons selected pursuant to subparagraph paragraph (cF)) of this paragraph 1 as may be serving as directors of the Company at the time of such vote; or (b) amend Section 3.02 as a result of the Amended Bylaws application of provisions of Section 6.3, shall, in each case, constitute Excess Shares for purposes hereof and shall be subject to the provisions of this Section 4.9, so long as required in order for a member of the Company WLR Group to set the number of directors avoid being deemed an “Acquiring Person” for purposes of the Company at such number Stockholder Rights Agreement as a majority amended as of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 and without giving effect to 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 Stockholders;later amendment thereof.

Voting Agreement. Each of the Stockholders hereby agrees (a) The L&H Control Group shall take all actions necessary to vote all the L&H Shares entitled to vote and owned or held of record by the L&H Control Group at any annual or special stockholders meeting at which 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 the Common Stock Stockholder Director to the Board, so long as the Stockholder Director is entitled to be a member of which such Stockholder is record owner or with respect the Board pursuant to which such Stockholder holds voting controlthis Article II. If the L&H Control Group shall refuse to vote the L&H Shares as provided in this Section 2.04(a) at any meeting of stockholders of the Company, or shall refuse to give its written consent in lieu of a meeting, thereupon, without further action by the Stockholder, the Stockholder shall be, and hereby is, irrevocably constituted the attorney-in- fact and proxy of the 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 2.04(a) or give such consent, as the case of Common Stock held in “street name” may be. In connection herewith, the L&H Control Group agrees to cause all of execute 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 proxy documents as may be serving as directors necessary to comply with the provisions of article 74, section 2 of the Company at Belgium Coordinated Laws on Commercial Companies (the time of such vote;"BCLCC"). (b) amend Section 3.02 The Stockholder shall take all actions necessary to vote all the Stockholder Shares entitled to vote and owned or held of record by the Stockholder at any annual or special stockholders meeting at which 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 the Amended Bylaws designees of the Company L&H Control Group to set the number of directors Board, so long as the Stockholder Director is entitled to be a member of the Company at such number as a majority of Board pursuant to this Article II. If the Stockholders Stockholder shall agree, 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; (c) elect as directors of the Company such persons 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 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 refuse to vote for the persons elected Stockholder Shares as directors provided in accordance with this Agreement or Section 2.04(b) at 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 Company, or shall refuse to give its written consent in 2007; (e) in lieu of a meeting, thereupon, without further action by the event L&H Control Group, any representative 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 L&H Control Group shall be, and hereby is, irrevocably constituted the attorney-in-fact and proxy of the Company Stockholder for any reason whatsoeverthe purpose of voting, elect and shall vote such Stockholder Shares at such meeting as a director provided in this Section 2.04(b) or give such consent, as the case may be. In connection therewith, the Stockholder agrees to execute such proxy document as may be necessary to comply with the provisions of article 74, section 2 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 Stockholders;BCLCC.

Voting Agreement. (a) Each Major Shareholder agrees, at any time it is then entitled to vote for the election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Major Shareholder is entitled in respect of its Company Securities, whether at any general or special meeting, so as to ensure that the composition of the Stockholders hereby agrees to vote Board complies with (and includes all of the Common Stock of which such Stockholder is record owner or with respect requisite nominees in accordance with) this Article II and to which such Stockholder holds voting control, or in otherwise effect 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) intent of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Article II. (b) amend Section 3.02 Each Major Shareholder then entitled to vote for the election of the Amended Bylaws of the Company to set the number of directors of the Company at such number any successor as a majority Director agrees to take all Necessary Action, including casting all votes to which such Major Shareholder is entitled in respect of the Stockholders shall agreeits Company Securities whether at any general or special meeting, so as to ensure that any such majority to be successor determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative in accordance with Section 2.1(d) is elected to the aggregate number of shares of Common Stock held by all of such Stockholders Board as set forth on Schedule A hereto;promptly as practicable. (c) elect as directors Each Major Shareholder agrees that if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of its Company Securities in favor of the Company removal of any Director who shall have been nominated in accordance with Section 2.1, unless (1) the Person or Persons entitled to nominate such persons as a majority of Director shall have consented to such removal in writing or (2) the Stockholders Person or Persons entitled to nominate any Director pursuant to Section 2.1 shall agree among themselves to electrequest in writing the removal, 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 with or without cause, of such Stockholders as set forth on Schedule A hereto;Director (in which case, each such Major Shareholder shall vote its Company Securities in favor of such removal). (d) continue Each Major Shareholder agrees not to vote for the persons elected as directors grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Company Securities that would prohibit such Major Shareholder from casting votes in respect of such Company Securities 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 Stockholders;Section 2.2.

Voting Agreement. (a) Each holder of the Stockholders hereby agrees to 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 Common Stock Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of which such Stockholder is record owner or with respect to which such Stockholder holds voting controlobtaining 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, or in without limitation, calling special meetings of 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 Board and in order tostockholder meetings) so that: (ai) remove all the authorized number of directors on the Board shall be established by the holders of a majority of the current ▇▇▇▇ Shares (the "▇▇▇▇ Holders"), 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 persons designated by the ▇▇▇▇ Holders equal to the remaining number of members of the Board, which depending upon the number of directors that the ▇▇▇▇ 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 except for Company's Subsidiaries, if any (each, a "Sub Board"), shall be the same as that of the Board, unless otherwise approved by the ▇▇▇▇ 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 ▇▇▇▇ Holders and a majority of the members of such committee shall consist of those persons selected members of the Board or such Sub Board designated by the ▇▇▇▇ Holders pursuant to subparagraph (cSection 1(a)(ii)(C) above and any action taken by such committee or subcommittee shall not cause any conflict with any provision of this paragraph 1 as may be serving as directors of the Company at the time of such vote;Agreement. (b) amend The removal from the Board (with or without cause) of any person designated under Section 3.02 1(a) above by the ▇▇▇▇ Holders shall be at the written request of the Amended Bylaws of the Company to set the number of directors of the Company at ▇▇▇▇ Group and only upon such number written request and under no other circumstances (except as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held otherwise required 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;law). (c) elect as directors The removal from the Board without cause of the Company such persons 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 any person designated under Section 1(a) above by the respective Stockholders Advent Global shall be at the written request of Advent Global and only upon such written request and under no other circumstances (except as set forth on Schedule A hereto relative to the aggregate number of shares of Common Stock held otherwise required by all of such Stockholders as set forth on Schedule A hereto;law). (d) continue In the event that any person designated under Section 1(a) above by the ▇▇▇▇ Holders or Advent Global for any reason ceases to serve as a member of the Board during such person's term of office, the person who will fill the resulting vacancy on the Board shall be designated by the ▇▇▇▇ Holders or Advent Global, respectively, and the Stockholders agree to vote for the persons elected as directors their Common Stock 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;furtherance thereof. (e) in the event If any party eligible to designate a member of the persons described in subparagraph (cBoard under Section 1(a) of this paragraph 1 cannot or will not serve 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 director member of the Board or ceases serving fails or declines to serve. (f) So long as the ▇▇▇▇ Holders have the right to designate members of the Board, ▇▇▇▇ Capital VII Coinvestment Fund, L.P. shall have the right to designate one of the members of the Board designated by the ▇▇▇▇ Holders. (g) The Company shall obtain and maintain a director directors' and officers' insurance policy covering the directors and officers of the Company for as the Board reasonably determines in good faith is appropriate giving regard to the Company's capital structure and business operations. (h) In the event that any reason whatsoever, elect as a director provision of the Company's bylaws or Certificate of Incorporation is inconsistent with any provision of this Section 1, the Company such person(s) as a majority of and the Stockholders shall agree among themselves take such action as may be necessary to elect, amend any such majority provision in the Company's bylaws or Certificate of Incorporation 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 Stockholders;remedy such inconsistency.

Voting Agreement. Each of the Stockholders hereby agrees to vote all of the Common Stock of which 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 toThe ▇▇▇▇▇ Parties agree that: (a) remove all each of the current directors ▇▇▇▇▇ Parties shall vote, or cause to be voted, or execute written consents with respect to, as applicable, all Voting Securities that it Beneficially Owns in favor of the Company except election of each candidate designated or nominated for such of those persons selected election pursuant to subparagraph (c) the Existing Stockholders Agreement or this Agreement, and in favor of removal of each Person designated for removal in accordance with the Existing Stockholders Agreement and this paragraph 1 as may be serving as directors of the Company at the time of such voteAgreement; (b) amend Section 3.02 none of the Amended Bylaws ▇▇▇▇▇ Parties shall (i) nominate or designate, (ii) vote for, or (iii) make, or in any way participate, directly or indirectly, in, any “solicitation” of “proxies” to vote (as such terms are defined under Regulation 14A under the Exchange Act) or seek to advise or influence any Person with respect to the voting of, any Voting Securities in respect of the Company to set the number of directors election of, any candidate for election or appointment as a director of the Company at such number Company, except as a majority of provided in the Existing Stockholders shall agree, 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 heretoAgreement or this Agreement; (c) elect as each of the ▇▇▇▇▇ Parties shall vote, or cause to be voted, or execute written consents with respect to, all Voting Securities that it Beneficially Owns, and shall take all other necessary or desirable actions within its control (including voting for calling a meeting of stockholders of the Company, attending all meetings in person or by proxy for purposes of obtaining a quorum, voting to remove directors of the Company such persons as a majority not designated in accordance with the provisions of the Existing Stockholders shall agree among themselves Agreement or this Agreement and executing all written consents in lieu of meetings, as applicable), to elect, such majority to be determined based upon effectuate the number provisions 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;this Agreement; and (d) continue to vote for none of the persons elected as directors ▇▇▇▇▇ Parties shall vote, or permit the voting of, or execute written consents with respect to, any Voting Securities Beneficially Owned by such Person in accordance with this Agreement favor of the removal of a director nominated or any successor directors designated in accordance with subparagraph (e) of the Existing Stockholders Agreement or this paragraph 1Agreement, 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 each case other than if such director or ceases serving as a director of the Company is designated 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 removal pursuant to the aggregate number of shares of Common Stock held by all of the Stockholders;Existing Stockholders Agreement or this Agreement.

Voting Agreement. Each (a) Until the Closing Date, no Principal will assign, sell, pledge, hypothecate or otherwise transfer or dispose of any of the Stockholders hereby agrees to vote all shares of Purchaser Common Stock beneficially owned by such Principal, or any other securities of the Purchaser with respect to which he otherwise has the right to vote, or any interest therein, deposit any of such shares or securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy with respect thereto (except as contemplated by this Proxy and Voting Agreement) or enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect transfer or disposition of any of the shares or securities. In the case of any transfer by operation of law, this Agreement shall be binding upon the transferee. (b) Each Principal will, with respect to those shares of Purchaser Common Stock or other securities of which the Purchaser that such Principal either owns for voting at the Purchaser Stockholder is record owner Meeting to be held for the purpose of voting on the adoption of the Transaction Documents and the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents or for granting any written consent in connection with the solicitation of written consents in lieu of such a meeting or with respect to which such Stockholder holds voting controlPrincipal otherwise controls the vote, vote or in the case of Common Stock held in “street name” cause to cause all of be voted such Common Stock of which such Stockholder is beneficial owner shares (or execute written consents with respect to which such Stockholder holds voting controlshares) (i) to approve the Transaction Documents, the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents and the transactions contemplated thereby, (ii) against any Purchaser Alternative Transaction and (iii) in favor of and in order to: (a) remove all any other matter necessary for the consummation of the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held transactions contemplated 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;Transaction Documents. (c) elect as directors Each Principal acknowledges that concurrently with the execution of this Agreement, such Principal has executed and delivered to LTGI an Irrevocable Proxy, pursuant to Section 607.0722 of the Company Florida Business Corporation Act, coupled with an interest, the form of which is attached hereto as Exhibit A, so as to vote such persons as a majority shares in accordance with this Section 2 and each Principal hereby grants to LTGI such irrevocable proxy. The terms of this proxy shall expire upon approval by the requisite vote of the Stockholders shall agree among themselves to elect, such majority to be determined based Purchaser's stockholders at the Purchaser Stockholder Meeting or at any adjournment thereof of the adoption of the Transaction Documents and issuance of the Purchaser Common Stock as contemplated thereby or upon the number earlier termination of shares of Common the Stock held by Purchase Agreement in accordance with 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;provisions thereof. (d) continue The Principals, New Valley and LTGI shall use commercially reasonable efforts to vote for cause the persons elected as directors agreements in accordance this Section 2 to be appropriately disclosed in filings with this Agreement or any successor directors designated in accordance with subparagraph (e) of this paragraph 1the Commission, as directors of including the Company from the date hereof until the day immediately preceding the annual meeting of the stockholders of the Company in 2007; (e) Proxy Statement referred to 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 Stockholders;Purchase Agreement.

Voting Agreement. Each of (a) During the Stockholders hereby Proxy Period, ▇▇. ▇▇▇▇▇▇▇▇▇ covenants and agrees to vote all of the Common Stock of which 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: (ai) remove at any and all meetings of stockholders of Optionable, or at any adjournment thereof, and at any time that stockholders of Optionable are requested to vote their shares through the current directors execution of the Company except for such an action by written consent, ▇▇. ▇▇▇▇▇▇▇▇▇ shall vote, or cause to be voted, all shares entitled to be voted by or on behalf of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors of the Company ▇▇. ▇▇▇▇▇▇▇▇▇, including shares beneficially owned or controlled by ▇▇. ▇▇▇▇▇▇▇▇▇, at the time of the vote (all such voteshares, the “Covered Shares”) in such manner directed by Optionable’s board of directors, in the sole and absolute discretion of Optionable’s board of directors, including without limitation to elect individuals to Optionable’s board of directors; (bii) amend Section 3.02 deliver to Optionable upon request an irrevocable proxy, substantially in the form of Annex A, authorizing the Amended Bylaws of the Company to set the number individual(s) designated by Optionable’s board of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number proxy or proxies for the Covered Shares and authorizing the Covered Shares to be voted in such manner directed by Optionable’s board of shares directors, in the sole and absolute discretion of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative Optionable’s board of directors, including without limitation to the aggregate number elect individuals to Optionable’s board of shares of Common Stock held by all of such Stockholders as set forth on Schedule A heretodirectors; (ciii) elect as directors of the Company such persons as execute 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 respective Stockholders as set forth on Schedule A hereto relative written consent with respect to the aggregate number Covered Shares, if stockholders of Optionable are requested to vote their shares through the execution of Common Stock held an action by all written consent, in such manner directed by Optionable’s board of such Stockholders as set forth on Schedule A hereto;directors, in the sole and absolute discretion of Optionable’s board of directors, including without limitation to elect individuals to Optionable’s board of directors; and (div) continue to vote for the persons elected as directors appear (in accordance with this Agreement person or by proxy) at 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 or special meeting of the stockholders of Optionable for the Company purpose of obtaining a quorum. (b) Notwithstanding anything to the contrary in 2007the foregoing, ▇▇. ▇▇▇▇▇▇▇▇▇ agrees to vote all Covered Shares for all of the nominees of Optionable’s board of directors at Optionable’s annual meeting of stockholders on March 31, 2009 by granting an irrevocable proxy to ▇▇. ▇▇▇▇▇ ▇. Walsh and ▇▇. ▇▇▇▇▇▇ ▇. Crozier, and each of them, and to any designee, if any, so appointed by Optionable’s board of directors. Simultaneously with the execution and delivery of this Agreement, ▇▇. ▇▇▇▇▇▇▇▇▇ shall execute and deliver the irrevocable proxy attached as Annex B. (c) Except as expressly permitted in this Agreement, ▇▇. ▇▇▇▇▇▇▇▇▇ covenants and agrees that during the Proxy Period, ▇▇. ▇▇▇▇▇▇▇▇▇ shall not directly or indirectly: (i) grant any proxy, right, power of attorney or other authorization with respect to any of the Covered Shares; (eii) in the event enter into any voting agreement, voting trust or other voting arrangement with respect to any of the persons described Covered Shares; (iii) permit any Covered Shares to become subject to any pledges, liens, preemptive rights, security interests, claims, charges or other encumbrances or arrangements other than the NYMEX Agreement; (iv) solicit or obtain, directly or indirectly, any proxies, power of attorney or other authorization in subparagraph or with respect to any shares in Optionable; (cv) directly or indirectly, enter into any arrangement or agreement including, without limitation, a voting agreement, options or swaps with respect to any shares in Optionable; or (vi) propose or support an opposing slate of nominees or any individual nominee for Optionable’s board of directors or encourage any person, group or any entity to do so. (d) For the avoidance of doubt, ▇▇. ▇▇▇▇▇▇▇▇▇’▇ obligations, covenants and representations under this paragraph 1 canAgreement are not contingent upon ▇▇. ▇▇▇▇▇▇▇▇▇’▇ receipt of a proxy statement, an annual report 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 Stockholders;similar documents.

Voting Agreement. (a) Each Shareholder agrees that, during the term of this Agreement, (i) such Shareholder shall be present, in person or represented by proxy, at all general meetings of the Stockholders hereby agrees Company for the election of directors, so that all Shares held beneficially or of record by such Shareholder shall be counted for the purpose of determining the presence of a quorum for the election of directors at such meetings, (ii) such Shareholder shall vote, or act by written consent with respect to, all Shares held beneficially or of record by such Shareholder for the election of the nominees for the Board nominated by the Board, so long as such nominees consist of individuals meeting the requirements of this Article III, and (iii) such Shareholder shall vote, or act by written consent with respect to, all Shares held beneficially or of record by such Shareholder in favor of any action or proposal that has been approved by the Board and which requires approval of the general meeting of the Company in accordance with article 2:107a(1) of the Dutch Civil Code, as the same may be amended, modified or replaced from time to time. (b) The Company and each of the Shareholders shall, during the term of this Agreement, use their respective reasonable best efforts, to the fullest extent permitted under applicable law, to ensure the Articles of Association and the Company's Board Rules are consistent with, and to take such other actions as are necessary to satisfy, the requirements of this Article III. (c) Except as specifically set forth in Section 3.05 above, each Shareholder shall be entitled to vote its Common Stock on all matters as such Shareholder deems fit. (d) The Partnership shall, and each of JLL and DSM shall, to the fullest extent permitted under applicable law, cause the general partner of the Partnership or any applicable subsidiary of the Partnership, including Holdco Coop, to, vote all of the Common Stock (including any Shares which constitute Delayed Distributions for the benefit of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or certain holders of Management Units (each as defined in the case Partnership Agreement)) held beneficially or of Common Stock held in “street name” to cause all of such Common Stock of which such Stockholder is beneficial owner record by the Partnership or with respect to which such Stockholder holds voting controlHoldco Coop, in favor of its capacity as a Shareholder as set forth in Section 3.05(a) above and on such matters, other than those set forth in order to: (aSection 3.05(a) remove all of the current directors above, as directed by JLL and DSM respectively, in accordance with their and their respective Affiliated Entities’ proportional ownership of the Company except as of the record date for such of those persons selected pursuant vote; provided, however, that this Section 3.05 shall cease to subparagraph apply to the parties in the event that either JLL and its Affiliates or DSM and its Affiliates, in either case own less than seven and one-half percent (c7.5%) of this paragraph 1 as 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of issued and outstanding 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; (c) elect as directors of the Company such persons 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 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 Stockholders;Stock.

Voting Agreement. Each On or after the expiration or termination of any applicable waiting periods under the Stockholders hereby agrees HSR Act, and for so long as the Purchaser has the right to vote all designate or nominate a director to the Board of the Common Stock of which 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 Directors pursuant to subparagraph (c) the Certificate of this paragraph 1 as may be serving as directors of the Company Designations or Section 4.1, at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each meeting of the stockholders of the Company in 2007; (e) in and at every postponement or adjournment thereof, the event any Purchaser shall take such action as may be required so that all of the persons described in subparagraph (c) of this paragraph 1 cannot Purchased Shares, Conversion Shares 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 other shares of Common Stock held owned, directly or indirectly, of record or beneficially by such Purchaser and entitled to vote at such meeting of stockholders are voted (a) in favor of each director nominated or recommended by the Stockholders relative Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Board of Directors, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), and (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, but no Purchaser shall be under any obligation to vote in the same manner as recommended by the Board of Directors or in any other manner, other than in its sole discretion, with respect to any other matter. In furtherance of the foregoing, for so long as the Purchaser has the right to designate or nominate a director to the aggregate number Board of Directors pursuant to the Certificate of Designations or Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is present, in person or by proxy, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the Purchased Shares, Conversion Shares or other shares of Common Stock held owned, directly or indirectly, of record or beneficially by all the Purchaser may be counted for the purposes of determining the Stockholders;presence of a quorum and voted in accordance with the terms and conditions of this Section 4.11.

Voting Agreement. Each (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 Stockholders hereby Company act by written consent with respect to the election of directors, each Stockholder agrees to vote or otherwise give such Stockholder’s consent in respect of all shares of capital stock of the Common Stock Company (whether held now or hereafter acquired) owned of which record or beneficially by such Stockholder is record owner or with respect to which such Stockholder holds voting controlStockholder, or in and the case of Common Stock held in “street name” to cause Company shall take all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting necessary and desirable actions within its control, in favor of and in order toto cause: (ai) remove the authorized number of directors on the Board of Directors of the Company (the “Board”) to be established at seven; (ii) the election to the Board of: (A) up to five directors designated by B▇▇▇▇▇▇ Capital II L.P. (“B▇▇▇▇▇▇ Capital”) (each, a “B▇▇▇▇▇▇ Designee”); provided that for each Outside Director (as defined herein) that shall be appointed pursuant to clause (B) below, the number of B▇▇▇▇▇▇ Designees shall be reduced by one; (B) up to four outside directors experienced in or acquainted with businesses similar to that of the Company (“Outside_Directors”), which Outside Directors shall be designated by B▇▇▇▇▇▇ Capital and shall be satisfactory to the Founders; and (C) 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 current Bylaws 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 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 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 B▇▇▇▇▇▇ Designees (one of which B▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ 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 except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors designated by or otherwise affiliated with the B▇▇▇▇▇▇ Investors), and whenever the shareholders of the Company at the time 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 such vote; (b) amend Section 3.02 all shares of the Amended Bylaws capital stock of the Company (whether held now or hereafter acquired) owned of record or beneficially by such Stockholder to set approve or disapprove such issuance consistent with the number of directors of the Company at such number approval or disapproval (as a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Stock held applicable) thereof by the respective Stockholders as set forth on Schedule A hereto relative to the aggregate number Board of shares of Common Stock held by all of such Stockholders as set forth on Schedule A hereto; (c) elect as directors of the Company such persons 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 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;Directors. (d) continue to vote for the persons elected as directors in accordance with this Agreement or The Company shall promptly reimburse (i) all reasonable out-of-pocket expenses incurred by 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 director of the Company in 2007; (e) in the event any attending each meeting of the persons described in subparagraph Board or any committee thereof and (cii) of this paragraph 1 cannot or will not serve as a director or ceases serving as a director travel relating to the business 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 if specifically requested by the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Stockholders;Company.

Voting Agreement. Each (a) At every meeting of the Company Stockholders called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Stockholders with respect to any of the following, Parent hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or, with respect to any written consent solicitation, deliver (or cause to be delivered) a written consent with respect to, all of the shares of Company Common Stock Beneficially Owned or owned of which record by Parent or any of its Subsidiaries or Affiliates as of the applicable record date (including the Parent Shares) (collectively, the “Subject Securities”): (i) in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and any related proposal in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone any such Stockholder is record owner meeting to a later date if there are not sufficient votes to adopt this Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum and (iii) in favor of any other matter necessary to consummate the transactions contemplated by this Agreement. Parent shall provide the Company with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent 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 may be serving as directors of the Company at the time of such vote;any Subject Securities. (b) amend Section 3.02 Parent hereby revokes any and all previous proxies granted with respect to its Subject Securities. In the event of a failure by Parent to act in accordance with its obligations pursuant to ‎Section 5.20, Parent hereby irrevocably grants to and appoints the Amended Bylaws Company (and any designee thereof) as Parent’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Parent, to (i) represent the Subject Securities and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the Company or otherwise) with respect to set the number Subject Securities, in each case, regarding the matters referred to in ‎Section 5.20(a) until the Effective Time, to the same extent and with the same effect as Parent could do under applicable Law. Parent intends the proxy granted pursuant to this ‎‎Section 5.20(b) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by Parent with respect to the Subject Securities. Parent hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked at the Effective Time. The parties acknowledge and agree that neither the Company, nor any of directors its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Parent or any of its Affiliates, in connection with or as a result of the Company at such number as a majority exercise of the Stockholders shall agree, 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 powers granted to the aggregate number of shares of Common Stock held Company by all of such Stockholders as set forth on Schedule A hereto;this ‎‎Section 5.20(b). (c) elect as directors Subject to ‎Section 5.20(d), Parent covenants and agrees that, prior to receipt of the Company such persons as a majority Stockholder Approval, it will not, and will not permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) or consent to any of the Stockholders shall agree among themselves to electforegoing (“Transfer”), such majority or cause to be determined based upon Transferred, any of the number Subject Securities, (ii) grant any proxies or powers of shares attorney, or any other authorization or consent with respect to any or all of Common Stock held its Subject Securities in respect of any matter addressed by this Agreement, (iii) deposit any of the respective Stockholders as set forth on Schedule A hereto relative Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Securities or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iv) enter into any Contract with respect to the aggregate number Transfer of shares any Subject Securities or (v) take any other action, that would restrict, limit or interfere with the performance of Common Stock held by all Parent’s obligations hereunder. Any purported Transfer of such Stockholders as set forth on Schedule A hereto;the Subject Securities in violation of this ‎‎Section 5.20(c) shall be null and void ab initio. (d) continue Notwithstanding anything to vote for the persons elected as directors contrary in accordance this ‎Section 5.20, “Transfer” shall exclude, with this Agreement respect to any Subject Securities, the entry into or performance of any successor directors designated Financing Transaction in accordance with subparagraph (e) of this paragraph 1, as directors respect of the Company from Subject Securities and any payment or settlement thereunder, the date hereof until granting of any lien, pledge, security interest, or other Encumbrance in or on such Subject Securities to a Financing Counterparty in connection with any Financing Transaction, the day immediately preceding rehypothecation of any Subject Securities by the annual meeting Financing Counterparty in connection with a Financing Transaction, and any transfer to, by or at the request of such Financing Counterparty in connection with an exercise of remedies by the Financing Counterparty under Financing Transaction. This ‎Section 5.20 shall not be binding on any Person solely because such person is (i) a holder of Subject Securities as a result of the stockholders rehypothecation of Subject Securities by a Financing Counterparty, (ii) a transferee of Subject Securities pursuant to settlement under, or pursuant to default rights or the Company exercise of remedies by a Financing Counterparty in 2007;connection with any Financing Transaction. (e) in the event The obligations of Parent under this ‎Section 5.20 shall terminate upon 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 Adverse Recommendation Change made by the Stockholders relative to the aggregate number of shares of Common Stock held by all of the Stockholders;Company.

Voting Agreement. Each (a) Stockholder hereby agrees with Broadbase that, (except as may be otherwise agreed to 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 Stockholders hereby matters described below in this Section 2 is put to the vote or written consent of Panopticon's shareholders, Stockholder shall vote the Shares Beneficially Owned by Stockholder, whether now owned or hereafter acquired prior to such vote: (i) in favor of approval of the Merger Agreement, the Merger and any actions required in furtherance of the 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 Merger Agreement that would have a Material Adverse Effect on Panopticon or (B) any other agreement, covenant or obligation of Panopticon under the Merger Agreement; and (iii) against: (A) any 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 all 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 Merger Agreement or not consented to in writing by Broadbase, (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 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 the Common Stock 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 such would be inconsistent or violative of the provisions and agreements contained herein. (b) Stockholder is record owner agrees that any shares of capital stock of Panopticon that Stockholder purchases or with respect to which such Stockholder holds otherwise acquires Beneficial Ownership or over which Stockholder exercises voting control, or in power at any time after the case execution of Common Stock held in “street name” this Agreement and prior to cause all the date of such Common Stock termination 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 this Agreement pursuant to subparagraph (c) Section 8 shall be subject to the terms and conditions of this paragraph 1 Agreement to the same extent as if they constituted Shares on the date hereof; provided, however, nothing in this Agreement shall be construed to obligate Stockholder to exercise any options or warrants to purchase shares of Panopticon common stock or preferred stock that 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 Stockholders;Stockholder.

Voting Agreement. Each of the Stockholders Stockholder, by this Agreement, does ---------------- hereby agrees to vote all of the Common Stock of which 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 may be serving as directors of the Company agree that at the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agreeany annual, 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; (c) elect as directors of the Company such persons as a majority of the Stockholders shall agree among themselves to electspecial, 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 postponed 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 adjourned meeting of the stockholders of the Company in 2007;it will cause the Shares such Stockholder beneficially owns to be counted as present (or absent if requested by Parent or Purchaser) thereat for purposes of establishing a quorum and to vote or consent and (b) except as provided below with regard to the Company Pension Plan (eA) any change 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 persons who constitute the board of directors of the Company or any of its subsidiaries as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's or any of its subsidiaries' articles or certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's or any of its subsidiaries' corporate structure or business; or (D) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by this Agreement and the Merger Agreement. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall agree among themselves terminate in accordance with its terms. Each Stockholder hereby revokes all and any other proxies with respect to electthe Shares that such Stockholder may have heretofore made or granted. For Shares as to which a Stockholder is the beneficial but not the record owner, such majority Stockholder shall use his or its reasonable best efforts to be determined based upon cause any record owner of such Shares to grant to Parent a proxy to the number same effect as that contained herein. As to the Pension Plan, each member of shares the Benefits Committee of Common Stock held the Pension Plan agrees to direct the Trustee of the Pension Plan to vote its Shares in the manner described in this Section 8 (and the Pension Plan represents to Parent and Purchaser that no other direction, proxy or action is necessary to vote such Shares accordingly, subject to the last sentence of Section 23 hereof). Each Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement. Notwithstanding the foregoing, Trust U/D ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ JTWROS, ▇▇▇▇▇ ▇. and ▇▇▇▇ ▇. ▇▇▇▇▇ JTWROS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. and ▇▇▇▇ ▇. ▇▇▇▇▇ JTWROS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust, u/a dated 1/27/99 and F. ▇▇▇▇▇▇ ▇▇▇▇▇▇ are not bound by the Stockholders relative to terms of this Section 8 and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ are not bound by the aggregate number terms of shares this Section 8 in his capacity as an individual stockholder, but shall be bound by the terms of Common Stock held by all this Section 8 in his capacity as a member of the Stockholders;Benefits Committee of the Pension Plan.

Voting Agreement. Each (a) The parties hereto agree that immediately prior to the closing of the Stockholders hereby agrees to vote Second Tranche (as such term is defined in the Purchase Agreement) they will do all things necessary including, without limitation, the voting of all shares of the Common Stock of which such Stockholder is record owner the Company held respectively by each Stockholder, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies in directorships on the Board, the waiving of notice, the attendance of meetings and the amendment of the Company’s Certificate of Incorporation or with respect bylaws then in effect, so as 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:cause (ai) remove all the Board of the current directors Directors of the Company except (the “Board”) to consist of 10 directors; (ii) for such so long as PERM together with its affiliates, hold at least 10% of those persons selected pursuant the issued and outstanding Common Stock (as adjusted for stock splits, stock dividends, recapitalizations or the like), election to subparagraph the Board of one representative designated by an authorized representative of PERM; (ciii) the removal from the Board (with or without cause) of this paragraph 1 the representative designated by PERM hereunder at the written request of PERM (but only upon such written request and under no other circumstances); (iv) in the event that any representative designated by PERM hereunder for any reason ceases to serve as may be serving as directors a member of the Company at Board during his term of office, the time resulting vacancy on the Board to be filled by a representative designated by an authorized representative of such vote;PERM; and (v) the Board to consist of a majority of “independent directors” as that term is defined in NASDAQ Rule 4200 or the American Stock Exchange Rules. (b) amend This Section 3.02 2 shall not be construed as giving any person not a holder of the Amended Bylaws of Shares the Company to set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 right 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 Stockholders;director.

Voting Agreement. Each (a) From and after the date of the Stockholders hereby agrees to 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 Common Stock Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of which such Stockholder is record owner or with respect to which such Stockholder holds voting controlobtaining a quorum and execution of written consents in lieu of meetings), or in and the case of Common Stock held in “street name” to cause Company shall take all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting controlnecessary and desirable actions within its control (including, in favor of without limitation, calling special board and in order tostockholder meetings and filling Board vacancies), so that: (ai) remove all the authorized number of directors on the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may Board shall be serving as directors of the Company established at the time of such voteseven directors; (bii) amend Section 3.02 the 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 the Amended Bylaws of the Company to set the number of directors of the Company at such number as Management Stockholders owning a majority of the Stockholders shall agree, 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 Stockholder Shares held by all of such Stockholders as set forth on Schedule A heretoManagement Stockholders; (cC) elect as directors of two representatives jointly designated by GTCR and the Company such persons as a majority of Management Stockholders (the Stockholders "JOINT REPRESENTATIVES"), it being agreed that Mortimer Feinberg and Andrew Garvin (collectively, the "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇VES") ▇▇▇ ▇▇▇eptable to GTCR; provided that GTCR shall agree among themselves have the right at any time (with or without cause) to elect, such majority to remove the Initial Representatives from the Board. The Joint Representatives shall be determined based upon the number of shares of Common Stock held by the respective Stockholders as set forth on Schedule A hereto relative renominated and elected 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 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 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 event that any GTCR Representative, Management Representative or Joint Representative designated hereunder 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 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 2007;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 terms of this Section 1, the election of an individual to such directorship shall be accomplished in accordance with the event any Company's bylaws and applicable law. (f) The provisions of this Section 1 and of Section 2 below shall be effective until the tenth anniversary of the persons described date hereof and shall then terminate automatically and be of no further force and effect unless extended in subparagraph (c) of this paragraph 1 cannot or will not serve as a director or ceases serving as a director writing by mutual agreement 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 Stockholders;parties hereto.

Voting Agreement. Each (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 Stockholders hereby Company act by written consent with respect to the election of directors, each Stockholder agrees to vote or otherwise give such Stockholder's consent in respect of all shares of the Common Stock capital stock of which the Company (whether now or hereafter acquired) owned by such Stockholder is record owner or with respect to which such Stockholder holds voting controlStockholder, or in and take all other appropriate action, and the case of Common Stock held in “street name” to cause Company shall take all of such Common Stock of which such Stockholder is beneficial owner or with respect to which such Stockholder holds voting necessary and desirable actions within its control, in favor of and in order toto cause: (ai) remove all of an amendment to the current directors of the Company except for such of those persons selected pursuant to subparagraph (c) of this paragraph 1 as 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 set provide that the authorized number of directors on the Board of Directors of the Company (the "Board") to be established at such number as nine persons, or at the request of the holders of a majority of the Stockholders shall agree, such majority to be determined based upon the number of shares of Common Series C Preferred Stock then held by the respective Stockholders 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 set forth 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 Schedule A hereto relative 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 Common 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 Step▇▇▇ ▇. ▇▇▇▇▇); 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), 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 a result of any individual 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 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 e) of clause (ii) above, an individual meeting 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 creation and maintenance of 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 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 set forth on Schedule A heretothe Board of Directors may from time to time determine; (ii) the creation and maintenance of 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 Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇ such other person as may be designated by the WCAS Purchasers) as Chairman of the Board of Directors. (c) elect 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 Company such persons as a majority Board of the Stockholders shall agree among themselves Directors and to electreceive all notices, 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 information or other materials distributed to the aggregate number members of shares of Common Stock held by all of any such Stockholders committee at the same time and in the same manner as set forth on Schedule A hereto;so distributed. (d) continue No Stockholder shall grant any proxy or enter into or agree to vote for 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 persons elected as directors in accordance with this Agreement or any successor directors designated in accordance with subparagraph (e) provisions 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;Agreement. (e) No limitation on the voting or consent rights of Regulated Entities (as defined in the event Amended and Restated Certificate of Incorporation) shall affect the voting or consent rights of any of the persons described in subparagraph (c) of party under 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 Stockholders;Agreement.

Voting Agreement. Each of Prior to the Stockholders hereby agrees to Expiration Date, the ▇▇▇▇▇ Voting Group will vote all of the Common Stock voting securities of which such Stockholder is record owner the Company (and successor companies) held or controlled by them consistent with the recommendations of at least three out of the four of ▇▇▇▇▇▇ ▇▇▇▇▇, Zephyr ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ with respect to which such Stockholder holds voting controlthe 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 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 if at least three of the current directors listed natural persons cannot reach agreement upon a recommendation at least 20 days prior to the date of the Company except for such annual or special meeting at which an election of those persons selected pursuant to subparagraph (c) of this paragraph 1 as may be serving as directors members of the Company at Board of Directors is to be held, then the time of such vote; (b) amend Section 3.02 of the Amended Bylaws of the Company to set the number of directors of the Company at such number ▇▇▇▇▇ Voting Group shall vote as recommended by a majority of the Stockholders shall agreeIndependent directors. The ▇▇▇▇▇ 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 scheduled date of the annual or special meeting of stockholders of the Company, such majority as applicable. Notwithstanding anything to be determined based upon the number contrary in the Agreement, a Stockholder that is a member of the ▇▇▇▇▇ Voting Group may, with respect to certain shares of Company Common Stock held by such Stockholder, later be exempted from the respective Stockholders as set forth on Schedule A hereto relative obligations of this Section 3.1(b) upon receipt of ▇▇▇▇▇ Approval and confirmation by the Company that such exemption would not cause the ▇▇▇▇▇ Voting Group to the aggregate number of fail to hold shares of Company Common Stock representing more than 50% of the FD Stock. The process for obtaining confirmation by the Company shall be the same as that described under Section 3.1(a)(iv). Furthermore, a Stockholder that is a member of the ▇▇▇▇▇ Nonvoting Group with respect to certain shares of Company Common Stock held by all such Stockholder may later participate in the voting provisions of this Section 3.1(b) with respect to such Stockholders as set forth on Schedule A hereto; shares upon receipt of ▇▇▇▇▇ Approval. Notwithstanding anything to the contrary in this Agreement, (cA) elect as directors a member of the Company such persons as a majority of ▇▇▇▇▇ Nonvoting Group that later wishes to participate in the Stockholders shall agree among themselves Voting Agreement with respect to elect, such majority to be determined based upon the number of certain shares of Company Common Stock held by such Stockholder shall be precluded from participating in the respective Stockholders voting provisions of this Section 3.1(b) as set forth on Schedule A hereto relative to those shares if the aggregate number of Stockholder’s participation in the voting provisions would cause such shares of Company Common Stock held 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 (B) no change in the manner of participation of any shares of Company Common Stock in the provisions of this Section 3.1(b), whether by all amendment 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) receipt of this paragraph 1▇▇▇▇▇ Approval, as directors shall be made without the express written consent of the Company from the date hereof until the day immediately preceding the annual meeting Stockholder owning or controlling such shares. For avoidance of the stockholders of the Company in 2007; (e) in the event any of the persons described in subparagraph (c) of this paragraph 1 candoubt, it is possible for a Stockholder to hold shares that are and are not 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 subject to the aggregate number provisions of shares of Common Stock held by all of the Stockholders;Section 3.1(b).

Voting Agreement. Each Upon satisfaction of the Stockholders hereby conditions precedent set forth in ARTICLE V hereof, the Holder further agrees for a period from the date hereof through December 31, 2006 that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the Company, however called, or in connection with any written consent of the holders of capital stock of the Company solicited by the Board of Directors, the Holder will appear at the meeting or otherwise cause the Shares to be counted as present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares (i) in favor of any proposed strategic transaction (including a merger or consolidation of the Company with another entity or the sale of substantially all of the Company's assets) approved by the Board of Directors (a "BOARD-APPROVED TRANSACTION") and (ii) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other acquisition proposal (other than a Board-Approved Transaction); PROVIDED, that the Holder holds the Shares on the record date for such meeting or as of the date of such written consent; PROVIDED, FURTHER, that this Section 1.5 will not apply to (x) the extent any Person has formally initiated (whether by tender offer, proxy solicitation or other filing that has been or will be mailed directly to holders of the Company's Common Stock) a bona fide potential strategic transaction that is fully financed or reasonably capable of being financed and not a Board-Approved Transaction and such transaction would, if consummated, result in a transaction more favorable to the holders of the Company's Common Stock from a financial point of which such Stockholder is record owner or with respect to which such Stockholder holds voting control, or in view than 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 Board-Approved Transaction and in order to: (ay) 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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, such majority to be determined based upon the number of any shares of Common Stock held which are owned, directly or indirectly, 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; (c) elect as directors of the Company such persons 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 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 Holder or any successor directors designated in accordance with subparagraph (e) of its affiliates other than the Shares issued pursuant to 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 Stockholders;Agreement.

Voting Agreement. Each of the Stockholders Holder hereby agrees to vote all of the Common Stock of which 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: that (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 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 set the number of directors of the Company at such number as a majority of the Stockholders shall agree, 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; (c) elect as directors of the Company such persons 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 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 each annual and special meeting of the stockholders of the Company in 2007; such Holder will vote such Registrable Securities (ei) for the election to the Board of Directors of the Company of the nominees proposed by the Board of Directors of the Company to be elected, (ii) in favor of any matter recommended to be approved by the event stockholders of the Company by the Board of Directors of the Company and (iii) against any matter not recommended to be approved by the stockholders of the Company by the Board of Directors of the Company; (b) such Holder will not nominate or vote in favor of the election to the Board of Directors of any person who was not proposed by the Board of Directors to be so elected; (c) such Holder will consent in writing to any action which has been proposed by the Board of Directors to be approved by the stockholders of the Company by written consent; and (d) such Holder will not consent in writing to any action which has not been proposed by the Board of Directors to be approved by the stockholders of the Company by written consent. Each Holder agrees to cause any Affiliate of such Holder to whom it sells or otherwise transfers any of the persons described in subparagraph (c) Registrable Securities to comply with the provisions of this paragraph 1 canSection 12.2 whether or not or will not serve such Affiliate agrees to be bound by the terms of this Agreement pursuant to Section 11. The Holder hereby irrevocably grants to Signe S. Gates, Senior Vice President, General Counsel and Secretary ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, in her capacity as a director or ceases serving as a director Secretary of the Company for Company, together with any reason whatsoeversuccessors in the office of Secretary, elect as a director and any designee of any of the Company such person(s) as foregoing, a majority of proxy to vote the Stockholders shall agree among themselves Registrable Securities in the manner required pursuant 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 Stockholders;this Section 12.