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

Voting of Shares; Further Assurances. (a) The Stockholder, with respect to all Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, 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 any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as 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 fulfilled 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 necessary to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereof.

Voting of Shares; Further Assurances. (a) The Each ------------------------------------ Stockholder, with respect to all Sharesby this Agreement, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Parent, or any nominee of Parent (the "Proxyholder"), with full power of substitution, during and only for the term of this Agreement, 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 Stockholder's Shares as his or its proxy, at any every 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 Delaware may be permitted permit or required by applicable Lawrequire) as follows: (i) in favor of the approval and adoption of the Merger Agreement, Agreement and all related matters; (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Agreement; and (iii) against any action or which could result in any of the conditions to the Company's obligations under agreement (other than the Merger Agreement not being fulfilled or could the transactions contemplated thereby) that would impede, interfere with, delay delay, postpone or materially adversely affect attempt to discourage the Merger or the transactions contemplated hereby or by the Merger Agreement (together with (i) and (iiiii) in favor of any other matter necessary to above, the consummation of the transactions contemplated by the Merger Agreement"Permitted Matters"). EACH STOCKHOLDER INTENDS THAT PURSUANT TO THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER TERMS AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON CONDITIONS OF THIS AGREEMENT AND INTENDS FOR SO LONG AS THIS AGREEMENT IS IN EFFECT THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST IN THE SHARES 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 SUPPORTED BY THE STOCKHOLDER WITH RESPECT TO PLEDGE OF THE SHARESSHARES AS PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12Each Stockholder hereby revokes any proxy previously granted with respect to Shares owned of record or beneficially by such Stockholder. The proxy granted hereby shall expire and have no further force or effect upon the termination of this Agreement. Each Stockholder further agrees to cause all Shares controlled refrain from taking any action contrary to or owned by him beneficially and of record to be voted in accordance any manner inconsistent with the foregoingterms of this Agreement, including, with respect to the Permitted Matters only, (a) voting at any annual, special or adjourned meeting of the stockholders of the Company, (b) executing any written consent in lieu of a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares and (d) granting any proxy or authorization to any person with respect to the voting of the Shares, except pursuant to this Agreement. The Each Stockholder hereby acknowledges both receipt of of, and that it has reviewed, a copy of the Merger Agreement and that such Stockholder understands the contents thereofAgreement.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG MergerCo, or any nominee of MergerCo, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Target or its nameany adjournment thereof or in connection with any written consent of Target's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Target under the Merger Agreement or which could result in any of the conditions to the Companyof Target's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Target, any change in the present capitalization of Target or any amendment to Target's certificate of incorporation or bylaws, any other material change in Target's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Roll-over and Stock Purchase Agreements or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of MergerCo, to permit MergerCo to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder currently owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could is reasonably likely to result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record intends this proxy to be voted in accordance irrevocable and coupled with an interest during the foregoing. The Stockholder Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares.

Voting of Shares; Further Assurances. (a) The Each Stockholder, ------------------------------------ by this Agreement, with respect to all Sharesthose Shares that such Stockholder currently owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could is reasonably likely to result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record intends this proxy to be voted in accordance irrevocable and coupled with an interest during the foregoing. The Stockholder Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares.

Voting of Shares; Further Assurances. (a) The Except as otherwise provided in this Section 1(b), each Stockholder, by this Agreement, with respect to all Sharesthose Stockholder Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Parent, or any affiliate of Parent that is a party to the Merger Agreement, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Stockholder Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company's stockholders (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (iA) 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, (iiB) against any transaction pursuant to an Acquisition Proposal (as defined herein) or proposal for any other action or agreement that would result in a material 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 of the Company's obligations under the Merger Agreement not being fulfilled or could impedefulfilled, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iiiC) in favor of any other matter necessary directly relating to the consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARESEach Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term 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 his or her Stockholder Shares. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Stockholder Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Notwithstanding anything to the contrary in this Agreement (including Section 6(b) hereof), Parent is not authorized under this Agreement to, and shall not, directly or indirectly, vote the Stockholder hereby acknowledges both receipt Shares, execute a written consent of a copy the Company's stockholders or otherwise act pursuant to this Agreement in any manner (a) to elect or remove any director of the Company, (b) which would prevent the Company from taking the actions permitted by Section 7.5(b) of the Merger Agreement (other than approval and adoption of the Merger Agreement and that such Stockholder understands related agreements and approval of the contents thereof.transactions contemplated thereby, including the Merger), (c) to amend, supplement or otherwise modify the By-laws or Certificate of Incorporation of the Company (except with respect to and in connection with the Merger) or (d) to require the Board of Directors of the Company to take or refrain from taking any action. (c)

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) The Stockholder, with respect by the Scheme of Arrangement and to all Shares, does hereby irrevocably (until undertake to the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power High Court on the hearing of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and steadthe petition to sanction the Scheme of Arrangement, to vote each of 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 Shares documents, acts and things as his may be reasonably necessary or its proxy, at desirable to be executed or done by it or any annual, special or adjourned meeting holder of the stockholders Shares for the purpose of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating giving effect to the Company that may be permitted or required Scheme of Arrangement; and vote, if requested by applicable Law) (i) PhotoDisc, in favor of the adoption all resolutions to be proposed at any Extraordinary General Meeting of the Merger Agreement, holders of Ordinary Shares of Getty or Separate Class Meeting of the holders of Class A Ordinary Shares of Getty convened to approve the Scheme of Arrangement and related matters (ii) against including any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach adjournment 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 such meeting) to the Company's obligations under extent the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect passing of such resolution is required to implement the Merger or Scheme of Arrangement and related matters and the other transactions contemplated hereby or by the Merger Agreement and the Scheme of Arrangement; and to vote against any proposal for any recapitalization, merger, sale of assets or other business combination between Getty and any person or entity (iiiother than the Merger) and to deliver valid and duly completed forms of proxy appointing the Chairman of any such meeting as Carlton's proxy to vote in favor of all such resolutions at least 5 business days prior to the last date for delivery of such proxies; and in favor of any other matter necessary to the NECESSARY TO EFFECT THE consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereofScheme of Arrangement.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by this ------------------------------------ Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him beneficially and of record with respect to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereofhis Shares.

Voting of Shares; Further Assurances. Subject to the terms and conditions of this Agreement, SCH will vote all of the East Shares and West Shares, as the case may be, that it owns of record on the respective record dates for voting at the Special Meetings (a) The Stockholder, or will execute written consents with respect to all such Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, 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 any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 transaction pursuant to an Acquisition East Alternative Proposal or West Alternative Proposal (each as defined hereinin the Merger Agreement), (iii) or in favor of the amendment of the Articles of Incorporation of East substantially in the form attached hereto as Exhibit A (iv) in favor of the amendments to East's Long Term Omnibus Plan increasing the shares available for award thereunder as contemplated by the Merger Agreement, by such additional number as shares as may be determined by the East Compensation Committee and making any other action or agreement that would result changes necessary to permit East to assume West Options on the terms set forth 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 or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iiiv) in favor of any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger AgreementAgreement and considered and voted upon at a Special Meeting (or as to which written consents are solicited). THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOINGSCH will cause any East Shares and West Shares, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or as the case may be, owned by him beneficially and it beneficially, but not of record, on the respective record dates for voting at the Special Meetings (or will cause written consents to be executed with respect to such Shares) to be voted in accordance with the foregoing. The Stockholder hereby Shareholder acknowledges both receipt and review of a copy of the Merger Agreement prior to the execution thereof and that such Stockholder understands the contents thereofhereof.

Voting of Shares; Further Assurances. (a) The Each ------------------------------------ Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Patriot, or any nominee of Patriot, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Wyndham or its nameany adjournment thereof or in connection with any written consent of Wyndham's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Wyndham under the Merger Agreement or which could result in any of the conditions to the Companyof Wyndham's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Wyndham, any change in the present capitalization of Wyndham or any amendment to Wyndham's certificate of incorporation or bylaws, any other material change in Wyndham's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Stock Purchase Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of Patriot, to permit Patriot to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by ------------------------------------ this Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and steadxxxxx, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him beneficially and of record with respect to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereofhis Shares.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by this Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and steadxxxxx, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him beneficially and of record with respect to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereofhis Shares.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that it owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Parent, or any nominee of Parent, with full power of substitution, during and for the term of this Agreement, 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 any every 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 Delaware may be permitted permit or required by applicable Lawrequire) (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 transaction pursuant to an Acquisition Proposal proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (as defined hereinother 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 or could impedefulfilled, 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 necessary relating to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him it beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder hereby acknowledges both 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 and that such shall be deemed to restrict a Stockholder understands who is also a director of the contents thereofCompany from taking actions in his capacity as a director as may be permitted under the Merger Agreement. SECTION 1.03.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Patriot, or any nominee of Patriot, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Wyndham or its nameany adjournment thereof or in connection with any written consent of Wyndham's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required 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 (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Wyndham under the Merger Agreement or which could result in any of the conditions to the Companyof Wyndham's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Wyndham, any change in the present capitalization of Wyndham or any amendment to Wyndham's certificate of incorporation or bylaws, any other material change in Wyndham's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Stock Purchase Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of Patriot, to permit Patriot to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) 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 THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares.