Common use of Voting Agreements Clause in Contracts

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent that, at any meeting of stockholders of Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING"), the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to vote) the Stockholder's Shares in favor of the Merger, the adoption of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of Company or at any adjournment thereof or in any other circumstances upon which their vote is sought, the Stockholder shall vote (or cause to be voted) such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or (ii) any amendment of Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "COMPETING TRANSACTION").

Voting Agreements. (a) The Each Stockholder agrees with, and covenants to, Parent that, at NDC as follows: (a) At any meeting of stockholders of Company Source called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERSStockholders' MEETINGMeeting"), the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to votebe voted) the Stockholder's Shares in favor of the Merger, the adoption execution and delivery by Source of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended or waived to reduce in any manner (A) affect the rights of the Stockholders or their representatives or increase the Stockholders' obligations thereunder, or (B) increase the consideration payable in to the Merger to a lesser amount holders of Parent Source Common Stock, without the prior written consent of the Stockholders. (b) At any meeting of stockholders of Company Source or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company Source or (ii) any amendment of CompanySource's Certificate of Incorporation or Bylaws or other proposal or transaction involving Company Source or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "COMPETING TRANSACTIONCompeting Transaction").

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent that, at Buyer as follows: (a) At any meeting of stockholders of Company Seller called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING"), the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to votebe voted) the Stockholder's Shares in favor of the Merger, the adoption execution and delivery by Seller of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At While this Agreement shall be in effect, at any meeting of stockholders of Company Seller or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) such the Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company Seller or (ii) any amendment of CompanySeller's Certificate Articles of Incorporation Organization or Bylaws or other proposal or transaction involving Company Seller or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "COMPETING TRANSACTION").

Voting Agreements. (a) The Stockholder Shareholder agrees with, and covenants to, Parent that, at Buyer as follows: (a) At any meeting of stockholders shareholders of Company Seller called to vote upon the Merger Agreement, the Merger and the Merger Agreement or Transactions, and at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger Agreement, the Merger and the Merger Agreement Transactions is sought (collectively, the "STOCKHOLDERS' MEETING"“Shareholders’ Meeting”), the Stockholder Shareholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause to be voted) all of the Record Holder to vote) the Stockholder's Shareholder’s Shares in favor of the Merger, approval of the adoption terms of the Merger Agreement, and the approval of the terms thereof Merger and each of the other transactions contemplated by Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to reduce the consideration payable in be called or held with respect to the Merger to a lesser amount of Parent Common StockAgreement, the Merger and the Transactions. (b) At any meeting of stockholders of Company or at any adjournment thereof Shareholders’ Meeting or in any other circumstances upon which their vote a Seller shareholder vote, consent or other approval is sought, the Stockholder Shareholder shall vote (or cause to be voted) such Stockholder's Shareholder’s Shares against (i) any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement Agreement, the Merger and the MergerTransactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Company's Certificate Seller’s articles of Incorporation incorporation or Bylaws bylaws or other proposal or transaction involving Company Seller or any of its subsidiaries Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the MergerMerger Agreement, the Merger Agreement or any of the Transactions, other transactions contemplated than an amendment or other proposal or transaction required by the Merger Agreement a regulatory authority or other Governmental Authority (each of the foregoing in clause clauses (i), (ii) or (iiiii) above, a "COMPETING TRANSACTION"“Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Voting Agreements. Until the Expiration Date (a) The Stockholder agrees withas hereinafter defined), at every meeting of the holders of Partnership Units called, and covenants toat every adjournment thereof, Parent thatand on every action or approval by written consent of the holders of Partnership Units, at Holder (in its capacity as such) shall vote or cause its Partnership Units to be voted in favor of approval of the Merger Agreement and the Partnership Merger; provided, however, notwithstanding any other provision contained herein, any vote by Holder in accordance with this sentence shall not be effective unless and until the Company shall have obtained the necessary Stockholder Approval in connection with the approval and adoption of the Merger Agreement and the Company Merger by the stockholders of the Company. At any meeting of stockholders the holders of Company called to vote upon the Merger and the Merger Agreement Partnership Units, or at any adjournment thereof or in any other circumstances upon which a vote with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING")thereof, the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to vote) the Stockholder's Shares in favor of the Merger, the adoption of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of Company or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is sought, the Stockholder Holder shall vote (or cause to be voted) such Stockholder's Shares the Partnership Units against (i) any Acquisition Proposal or any action which is a component of any Acquisition Proposal, (ii) any merger agreement or merger (other than the Merger Agreement and the Partnership Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or the Partnership, and (iiiii) any amendment of Company's Certificate the Partnership Agreement, which amendment would result in a breach of Incorporation a representation, warranty or Bylaws or other proposal or transaction involving covenant of the Company or any of its subsidiaries which amendment the Partnership under the Merger Agreement or other proposal or transaction would in any manner prevent or materially impede, frustrateinterfere with or delay the Partnership Merger, prevent or nullify the Company Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause clauses (i) or ), (ii) aboveand (iii), a "COMPETING TRANSACTION"“Competing Partnership Transaction”).

Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) The Stockholder agrees withthe Effective Time, and covenants to(b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, Parent the “Expiration Time”), each Shareholder, in its capacity as a shareholder of the Company, irrevocably agrees that, at any meeting of stockholders of Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote with respect Company’s shareholders related to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING"), the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to vote) the Stockholder's Shares in favor of the Merger, the adoption of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of Company or at any adjournment thereof or in any other circumstances upon which their vote is sought, the Stockholder shall vote (or cause to be voted) such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or (ii) any amendment of Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each whether annual or special, and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the foregoing Company’s shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Shareholder shall: a. when the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing a quorum; b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in clause favor of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and d. vote (ior execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares against any other action that would reasonably be expected to (x) impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (iiz) aboveresult in a breach of any covenant, a "COMPETING TRANSACTION")representation or warranty or other obligation or agreement of such Shareholder contained in this Support Agreement.

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent that, at At any meeting of stockholders shareholders of Company Frontstep called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING"“Shareholders’ Meeting”), the Stockholder Shareholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to votebe voted) the Stockholder's Shareholder’s Shares in favor of the Merger, the adoption execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent MAPICS Common Stock. (b) At any meeting of stockholders shareholders of Company Frontstep or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is sought, the Stockholder Shareholder shall vote (or cause to be voted) such Stockholder's Shareholder’s Shares against (i) any merger agreement or merger Acquisition Proposal (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or (ii) any amendment of Company's Certificate Frontstep’s Articles of Incorporation or Bylaws Code of Regulations or other proposal or transaction involving Company Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (iii) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Frontstep under the Merger Agreement or this Agreement; and (each iv) except as otherwise agreed to in writing in advance by MAPICS, against any of the foregoing following actions or agreements (other than the Merger Agreement or the transactions contemplated thereby): (A) any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in clause the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (iC) any change in the present capitalization or dividend policy of Frontstep; or (iiD) aboveany other material change in Frontstep’s corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder’s Shares in favor of (w) any amendment of Frontstep’s Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a "COMPETING TRANSACTION"series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (II) the sale or other disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder’s capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder’s fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.

Voting Agreements. (a) The Stockholder Shareholder agrees with, and covenants to, Parent thatSTH and HHTI as follows: a. In the event that Shareholder acquires shares of HHTI Stock on or prior to the record date for any meeting of HHTI shareholders called to vote on the Merger and Merger Agreement, at any such meeting of stockholders shareholders of Company called to vote upon the Merger and the Merger Agreement HHTI or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETINGShareholders Meeting"), the Stockholder Shareholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to votebe voted) the Stockholder's Shares shares of HHTI Stock owned by him in favor of the Merger, the adoption execution and delivery by HHTI of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) b. At any meeting of stockholders shareholders of Company HHTI or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is soughtsought and at which Shareholder is entitled to vote, the Stockholder Shareholder shall vote (or cause to be voted) such Stockholder's Shares any shares of HHTI Stock owned by him against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company HHTI or (ii) any amendment of Company's HHTI"s Certificate of Incorporation or Bylaws or other proposal or transaction involving Company HHTI or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "COMPETING TRANSACTIONCompeting Transaction").

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent thatFrom the date hereof until the Expiration Time, at any meeting of stockholders the shareholders of Company the Company, however called to vote upon the Merger and the Merger Agreement (or at any adjournment thereof or postponement thereof), or in any other circumstances upon circumstance in which a vote with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING")vote, the Stockholder shall appear, consent or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to vote) the Stockholder's Shares in favor of the Merger, the adoption of the Merger Agreement, and the other approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders holders of Company or at any adjournment thereof or in any other circumstances upon which their vote shares is sought, the Stockholder each Company Shareholder shall (x) appear at such meeting, in person or by proxy, or otherwise cause all of its Company Shares to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) such Stockholder's Shares against covering, all of its, his, or her voting shares of the Company: (i) The approval and adoption of the Business Combination Agreement, each Ancillary Agreement to which the Company is or will be a party, and the transactions contemplated thereby (including the Mergers); (ii) against any merger Alternative Transaction; (iii) against any business combination agreement or merger (other than the Merger Business Combination Agreement and the MergerBusiness Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company the Company; (iv) against any proposal, action or agreement that would (iiA) any amendment of Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner materially impede, frustrate, prevent or nullify the Mergerany provision of this Agreement, the Merger Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement or (C) result in any of the other transactions contemplated by the Merger Agreement (each conditions set forth in Article VI of the Business Combination Agreement not being fulfilled. (b) From the date hereof until the Expiration Time, each Company Shareholder hereby unconditionally and irrevocably agrees that such Company Shareholder, as applicable, shall not commit or agree to take any action inconsistent with the foregoing covenants set forth in clause (i) Section 1.04(a). The Company Shareholders shall not commit or (ii) above, a "COMPETING TRANSACTION")agree to take any action inconsistent with the foregoing. The obligation under this Section 1.04 shall apply whether or not the Company Board or other governing body or any committee or subgroup thereof makes the Company Board Recommendation.

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent that, at At any meeting of stockholders shareholders of Company Frontstep called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERSSHAREHOLDERS' MEETING"), the Stockholder Shareholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to votebe voted) the StockholderShareholder's Shares in favor of the Merger, the adoption execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent MAPICS Common Stock. (b) At any meeting of stockholders shareholders of Company Frontstep or at any adjournment thereof or in any other circumstances upon which their vote vote, consent or other approval is sought, the Stockholder Shareholder shall vote (or cause to be voted) such StockholderShareholder's Shares against (i) any merger agreement or merger Acquisition Proposal (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or (ii) any amendment of CompanyFrontstep's Certificate Articles of Incorporation or Bylaws Code of Regulations or other proposal or transaction involving Company Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (iii) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Frontstep under the Merger Agreement or this Agreement; and (each iv) except as otherwise agreed to in writing in advance by MAPICS, against any of the foregoing following actions or agreements (other than the Merger Agreement or the transactions contemplated thereby): (A) any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in clause the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (iC) any change in the present capitalization or dividend policy of Frontstep; or (iiD) aboveany other material change in Frontstep's corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder's Shares in favor of (w) any amendment of Frontstep's Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a "COMPETING TRANSACTION"series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (II) the sale or other disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.

Voting Agreements. (a) The Subject to the provisions of Section 6 hereof, in connection with the efforts of the Company to cause the Merger Agreement and the Merger to receive the required approval of the stockholders of the Company and to be consummated, each Stockholder severally agrees with, and covenants to, the Parent that, at as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances circumstance upon which a vote vote, consent or other approval of stockholders of the Company is sought with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING")Agreement, the such Stockholder shall appear, (i) appear or cause the holder of record on any applicable record date otherwise take appropriate action to ensure that such Stockholder's Shares (the "RECORD HOLDER"as defined below) to appear, are present at such meeting for the purpose of obtaining a quorum at the Stockholders' Meeting, and (ii) vote (or cause the Record Holder to votebe voted) the or execute a written consent with respect to such Stockholder's Shares in favor of the Merger, the adoption execution and delivery by the Company of the Merger Agreement, Agreement and the approval of the terms thereof and each of the other transactions contemplated by or in any way related to the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances circumstance upon which their vote the vote, consent or other approval of stockholders of the Company is sought, the such Stockholder shall vote (or cause to be voted) or execute a written consent in connection with such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (ii) any action or agreement, including any proposed amendment of the Company's Certificate of Incorporation or Bylaws By-laws or other proposal or transaction involving the Company or any of its subsidiaries which action, agreement, amendment or other proposal or transaction would in any manner is intended, or could reasonably be expected to impede, interfere with, delay, or attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement thereby (each of the foregoing in clause clauses (i) or (ii) above, a "COMPETING TRANSACTIONCompeting Transaction").

Voting Agreements. (a) The Subject to the provisions of Section 6 hereof, in ----------------- connection with the efforts of the Company to cause the Merger Agreement and the Merger to receive the required approval of the stockholders of the Company and to be consummated, each Stockholder severally agrees with, and covenants to, the Parent that, at as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances circumstance upon which a vote vote, consent or other approval of stockholders of the Company is sought with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERS' MEETING")Agreement, the such Stockholder shall appear, (i) appear or cause the holder of record on any applicable record date otherwise take appropriate action to ensure that such Stockholder's Shares (the "RECORD HOLDER"as defined below) to appear, are present at such meeting for the purpose of obtaining a quorum at the Stockholders' Meeting, and (ii) vote (or cause the Record Holder to votebe voted) the or execute a written consent with respect to such Stockholder's Shares in favor of the Merger, the adoption execution and delivery by the Company of the Merger Agreement, Agreement and the approval of the terms thereof and each of the other transactions contemplated by or in any way related to the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances circumstance upon which their vote the vote, consent or other approval of stockholders of the Company is sought, the such Stockholder shall vote (or cause to be voted) or execute a written consent in connection with such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (ii) any action or agreement, including any proposed amendment of the Company's Certificate of Incorporation or Bylaws By-laws or other proposal or transaction involving the Company or any of its subsidiaries which action, agreement, amendment or other proposal or transaction would in any manner is intended, or could reasonably be expected to impede, interfere with, delay, or attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement thereby (each of the foregoing in clause clauses (i) or (ii) above, a "COMPETING TRANSACTIONCompeting Transaction").

Voting Agreements. (a) The Stockholder agrees with, and covenants to, Parent that, at any meeting of stockholders of Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote with respect to the Merger and the Merger Agreement is sought (the "STOCKHOLDERSStockholders' MEETINGMeeting"), the Stockholder shall appear, or cause the holder of record on any applicable record date (the "RECORD HOLDERRecord Holder") to appear, for the purpose of obtaining a quorum at the Stockholders' Meeting, and vote (or cause the Record Holder to vote) the Stockholder's Shares in favor of the Merger, the adoption of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of Parent Common Stock. (b) At any meeting of stockholders of Company or at any adjournment thereof or in any other circumstances upon which their vote is sought, the Stockholder shall vote (or cause to be voted) such Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company or (ii) any amendment of Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "COMPETING TRANSACTIONCompeting Transaction").