VOTING AND JOINT SOLICITATION AGREEMENTVoting and Joint Solicitation Agreement • April 25th, 2011 • Metropolitan Venture Partners Ii Lp • Services-computer integrated systems design • New York
This Voting and Joint Solicitation Agreement (this “Agreement”), dated as of April 22, 2011, is made by and among Metropolitan Venture Partners II, L.P. (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Michael Levin, Tall Oaks Group LLC (“Tall Oaks”), Lawrence D. Hite, Thomas C. Lund, Craig W. Thomas, Bradley M. Tirpak and S.A.V.E. Partners III, LLC (“SAVE” and, collectively with the MetVP Entities and Messrs. Levin, Hite, Lund, Thomas and Tirpak, the “Parties,” and each a “Party”), each solely in his or its capacity as a beneficial owner of shares of common stock, par value $0.0001 per share (the “Shares”), of Direct Insite Corp., a Delaware corporation (the “Company”).
