Common use of Voting of Shares; Further Assurances Clause in Contracts

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that he, she or it owns of record, does hereby constitute and appoint ParentPurchaser, or any nominee of ParentPurchaser, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods so long as the Options are exercisable)this Agreement shall remain in effect, as his, her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such the Shares as his, her or its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (Company, including the right to sign his, her or its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Texas may permit or require) , (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets assets, or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilledfulfilled or which could adversely affect the ability of the Company to consummate the Merger and the other transactions contemplated by the Merger Agreement, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder further agrees to cause the Shares owned by him, her or it beneficially or of record to be voted in accordance with the foregoing. Each Stockholder shall retain the right to vote the Shares in his, her or its discretion on all matters submitted to a vote of stockholders of the Company other than those referred to in this Section 4.02. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. The proxy and power of attorney provided by this Section 4.02 shall terminate and be revoked upon any termination of this Agreement in accordance with its terms. (b) If Purchaser shall purchase the Shares in accordance with the terms of this Agreement, then without additional consideration, each of the Stockholders shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as Purchaser may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to consummate the Merger, including the transfer of any and all of the Shares to Purchaser and the release of any and all Encumbrances on the Shares. (c) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Purchaser the power to carry out and give effect to the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each StockholderShareholder, by this Agreement, with respect to those Shares that it owns of record, does hereby irrevocably constitute and appoint ParentTelemate, or any nominee of ParentTelemate, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders shareholders of the Company (including the right to sign its name (as stockholdershareholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Minnesota may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder Shareholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder Shareholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder Shareholder represents that any proxies given prior to the date of this Agreement regarding the Shares are not irrevocable and that such proxies have been revoked. (c) Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of its duties under this Agreement. Each Shareholder further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked during the term of this Agreement and ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (d) Each Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Telemate the power to carry out the provisions of this Agreement. (e) Nothing contained in this Agreement shall be deemed to restrict a Shareholder who is also a director of the Company from taking actions in his capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentCompany, or any nominee of ParentCompany, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company Cereus (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company Cereus that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Cereus and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Cereus under the Merger Agreement or which could result in any of the conditions to the Company's obligations of Cereus under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Company the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Cereus from taking actions in his or her capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each StockholderThe Shareholder, by this Agreement, with respect to those Shares that it he owns of record, does hereby constitute and appoint ParentPurchasers, or any nominee of ParentPurchasers, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its his true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its his proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its his name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit be permitted or requirerequired by applicable law) (i) in favor of the adoption of the Merger Transaction Agreement and approval of the Merger and the other transactions contemplated by the Merger Transaction Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity transaction pursuant to an Acquisition Proposal (other than the Mergeras defined below) or any other action or agreement that would result in a breach of any covenant, 4 4 representation or warranty or any other obligation or agreement of the Company under the Merger Transaction Agreement or which could result in any of the conditions to the Company's obligations under the Merger Transaction Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Transaction Agreement. Each Stockholder The Shareholder further agrees to cause the a minimum of 6,064,155 Shares and all Shares owned by it him beneficially to be voted in accordance with the foregoing. Each Stockholder The Shareholder acknowledges receipt and review of a copy of the Merger Transaction Agreement. (b) Each Stockholder If either Purchaser shall exercise its Option in accordance with the terms of this Agreement, and without additional consideration, the Shareholder shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as such Purchaser may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Transaction Agreement, including the transfer of any and all of the Shareholder's Shares to such Purchaser and the release of any and all liens, claims and encumbrances covering such Shares. (c) The Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Purchaser the power to carry out the provisions of this Agreement. (d) The Shareholder shall take all such other actions as such other actions as shall be reasonably requested by Purchasers in order to assist in, and shall cooperate with Purchasers in connection with, the consummation of the transactions contemplated by the Transaction Agreement, including (i) participating in meetings with shareholders of the Company and financing sources, (ii) soliciting proxies and (iii) providing information concerning the Company to third parties. (e) The obligations of the Shareholder pursuant to this Article III shall terminate upon the earlier of (i) the date of termination of the Transaction Agreement in the case of termination for any reason and (ii) the consummation of the Merger.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentCereus, or any nominee of ParentCereus, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Minnesota may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Cereus the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Company from taking actions in his capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentViacom, or any nominee of ParentViacom, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company Blockbuster (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company Blockbuster that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Blockbuster and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Blockbuster under the Merger Agreement or which could result in any of the conditions to the CompanyBlockbuster's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) If Viacom shall exercise any Option in accordance with the terms of this Agreement, and without additional consideration, the Stockholder who granted such Option shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as Viacom may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement, including the transfer of any and all of such Stockholder's Shares to Viacom and the release of any and all liens, claims and encumbrances covering such Shares. (c) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Viacom the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentViacom, or any nominee of ParentViacom, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable)Proxy Term, as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company Blockbuster (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company Blockbuster that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Blockbuster and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Blockbuster under the Merger Agreement or which could result in any of the conditions to the CompanyBlockbuster's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt . (b) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the termination of the Merger Agreement, and review following termination of the Merger Agreement (other than a copy termination pursuant to Section 8.01(c) thereof), during such time as a Competing Transaction (as defined in the Merger Agreement) exists with respect to Blockbuster; provided that in no event shall the Proxy Term extend beyond the close of business on the 120th day following termination of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each StockholderShareholder, by this Agreement, with respect to those Shares that it owns of record, does hereby irrevocably constitute and appoint ParentCompany, or any nominee of ParentCompany, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders shareholders of the Company Telemate (including the right to sign its name (as stockholdershareholder) to any consent, certificate or other document relating to the Company Telemate that the law of the State of Colorado Georgia may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Telemate and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Telemate under the Merger Agreement or which could result in any of the conditions to the Company's obligations of Telemate under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder Shareholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder Shareholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder Shareholder represents that any proxies given prior to the date of this Agreement regarding the Shares are not irrevocable and that such proxies have been revoked. (c) Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of its duties under this Agreement. Each Shareholder further affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked during the term of this Agreement and ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (d) Each Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Company the power to carry out the provisions of this Agreement. (e) Nothing contained in this Agreement shall be deemed to restrict a Shareholder who is also a director of the Telemate from taking actions in his or her capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each The Stockholder, by this Agreement, with respect to those Shares that it he owns of record, that he has the right to vote or that may hereafter be acquired by such Stockholder at any time prior to the Effective Time, does hereby (i) revoke any and all proxies previously granted with respect to the matters set forth in Section 1.01 with respect to such Shares and (ii) constitute and appoint ParentHalter Marine, or any nominee of ParentHalter Marine, with full power of substitution, during and for from the term of date hereof to the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxyproxy (its "Proxy"), for it and in its name, place and stead, to vote each of such Shares as its proxyProxy, at every annual, special or adjourned meeting of the stockholders of the Company (Company, including the right to sign its name (as stockholderStockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Mississippi may permit or require) : (i) in favor of the adoption of Merger and the Merger Agreement (as amended from time to time) and approval each of the Merger and the other transactions actions contemplated by Halter Marine in connection with the Merger or pursuant to the Merger Agreement, ; and (ii) against any proposal for any recapitalization, mergermerger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than the MergerHalter Marine) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoingTHIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Halter Marine the power to carry out and give effect to the provisions of this Agreement. (c) Prior to the termination of this Agreement pursuant to its terms, the Stockholder shall not grant any proxies or powers of attorney with respect to matters set forth in Section 1.01, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares, in each case with respect to such matters.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of recordsuch Stockholder's Shares, does hereby constitute and appoint Parentthe Investor, or any nominee of Parentthe Investor, with full power of substitution, during and for from the term of date hereof to the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable)Second Closing Date, as its true and lawful attorney and proxyproxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its proxyProxy, at every annual, special or adjourned meeting of the stockholders of the Company (Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Delaware may permit or require) require (iA) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Purchase Agreement, including, without limitation, the issuance, purchase and sale of the Second Closing Shares to the Investor and the election to the Board of Directors of the Company, the following designees of the Investor: Xxxx X Xxxxxxx, Xxxxxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxxx, and (iiB) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) Competing Transaction Proposal that is not a Superior Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Purchase Agreement or which could would result in any of the conditions condition to the Company's obligations under the Merger Agreement Second Closing not being fulfilled. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF THE INVESTOR ENTERING INTO THE PURCHASE AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke all prior powers of attorney and (iii) in favor of proxies appointed by any other matter relating Stockholder at any time with respect to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned and no subsequent powers of attorney or proxies will be appointed by it beneficially to such Stockholder, or be voted in accordance effective, with respect thereto during the foregoing. Each Stockholder acknowledges receipt and review term of a copy of the Merger this Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the Investor the power to carry out and give effect to the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Notwithstanding anything in this Section 1.02(a) to the contrary, the Client Advisory Shares shall not be subject to this Section 1.02(a) and the Client Voting Shares shall cease to be subject to this Section 1.02(a) if and when the owner of such Client Voting Shares terminates its advisory agreement with Xxxx. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Company from taking actions in his capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentCompany, or any nominee of ParentCompany, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company Cereus (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company Cereus that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Cereus and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation 2 or agreement of the Company Cereus under the Merger Agreement or which could result in any of the conditions to the Company's obligations of Cereus under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Company the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Cereus from taking actions in his or her capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those the Shares that it owns of recordset out in Exhibit A hereto and any Shares hereinafter acquired by such Stockholder, does hereby constitute and appoint ParentSubsidiary, or any nominee of ParentSubsidiary, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (oras his, following termination of the Merger Agreement, during such periods as the Options are exercisable), as her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such Shares as his, her or its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his, her or its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit be permitted or requirerequired by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity transaction pursuant to an Acquisition Proposal (other than the Mergeras defined below) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the number of Shares owned by it beneficially as set forth opposite such Stockholder's name in Exhibit A hereto and all Shares over which he has voting power to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Subsidiary the power to carry out the provisions of this Agreement. (c) The obligations of the Stockholders pursuant to this Article I shall terminate upon the earlier of (i) the Effective Time (as defined in the Merger Agreement) (ii) (x) 180 days after the termination of the Merger Agreement in case of termination that entitles Parent to a fee under Section 7.6 of the Merger Agreement, or (y) on the date of termination in the case of termination for any other reason.

Voting of Shares; Further Assurances. (a) Each Stockholder, ------------------------------------ by this Agreement, with respect to those Shares that it such Stockholder owns of record, does hereby constitute and appoint ParentXxxxxx, or any nominee of ParentXxxxxx, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable)Proxy Term, as its such Stockholder's true and lawful attorney and irrevocable proxy, for and in its such Stockholder's name, place and stead, to vote each of such Shares as its such Stockholder's proxy, at every annual, special or adjourned meeting of the stockholders of the Company EastGroup (including the right to sign its such Stockholder's name (as stockholder) to any consent, certificate or other document relating to the Company EastGroup that the law of the State of Colorado Maryland may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company EastGroup under the Merger Agreement or which could result in any of the conditions to the Companyof EastGroup's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder's Shares. Each Stockholder further agrees to cause the Shares owned by it such Stockholder beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review . (b) For the purposes of a copy this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the termination of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to shall cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. Carlton hereby agrees, in respect of all the Shares to be bound (aor to procure that the registered holder is so bound) Each Stockholderby the Scheme of Arrangement and to undertake to the High Court on the hearing of the petition to sanction the Scheme of Arrangement, to be bound (and to procure that the registered holder is so bound) thereby and to execute and do and to procure to be executed and done all such documents, acts and things as may be reasonably necessary or desirable to be executed or done by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee holder of Parent, with full power of substitution, during and the Shares for the term purpose of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating giving effect to the Company that the law Scheme of the State of Colorado may permit or require) (i) Arrangement; and vote, if requested by PhotoDisc, in favor of the adoption all resolutions to be proposed at any Extraordinary General Meeting of the Merger Agreement and approval holders of Ordinary Shares of Getty or Separate Class Meeting of the Merger holders of Class A Ordinary Shares of Getty convened to approve the Scheme of Arrangement and related matters (including any adjournment of any such meeting) to the extent the passing of such resolution is required to implement the Scheme of Arrangement and related matters and the other transactions contemplated by the Merger Agreement, (ii) Agreement and the Scheme of Arrangement; and to vote against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company Getty and any person or entity (other than the Merger) or any other action or agreement that would result in a breach and to deliver valid and duly completed forms of proxy appointing the Chairman of any covenant, representation or warranty or any other obligation or agreement such meeting as Carlton's proxy to vote in favor of the Company under the Merger Agreement or which could result in any of the conditions all such resolutions at least 5 business days prior to the Company's obligations under the Merger Agreement not being fulfilled, last date for delivery of such proxies; and (iii) in favor of any other matter relating to NECESSARY TO EFFECT THE consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause Agreement and the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review Scheme of a copy of the Merger AgreementArrangement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each The Stockholder, by this Agreement, with respect to those Shares that it owns of recordall Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint Parent, or any nominee of Parent, NCP-SBG with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at every any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name (name, as stockholder) , to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit be permitted or requirerequired by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity transaction pursuant to an Acquisition Proposal (other than the Mergeras defined herein) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilledfulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter relating necessary to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS

Voting of Shares; Further Assurances. (a) Each StockholderSuncom, by ------------------------------------ this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentDMA, or any nominee of ParentDMA, with full power of substitution, during and for the term of the Option granted by such Stockholder Suncom hereunder (or, following termination of the Merger Agreement, during such periods as the Options are Option is exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, proxy at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Florida may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, fulfilled and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder Suncom further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder Suncom acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder If DMA shall exercise the Option in accordance with the terms of this Agreement, and without additional consideration, Suncom shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as DMA may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement, including the transfer of any and all of Suncom's Shares to DMA and the release of any and all liens, claims and encumbrances covering such Shares. (c) Suncom shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent DMA the power to carry out the provisions of this Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Notwithstanding anything in this Section 1.02(a) to the contrary, the Client Advisory Shares shall not be subject to this Section 1.02(a) and the Client Voting Shares shall cease to be subject to this Section 1.02(a) if and when the owner of such Client Voting Shares terminates its advisory agreement with Kopp. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Company from taking actions in his capacity as a director as may be permitted under the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint ParentCereus, or any nominee of ParentCereus, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger this Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado Minnesota may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other 2 obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent Cereus the power to carry out the provisions of this Agreement. (c) Nothing contained in this Agreement shall be deemed to restrict a Stockholder who is also a director of the Company from taking actions in his capacity as a director as may be permitted under the Merger Agreement.