Exhibit B JOINT FILING UNDERTAKINGJoint Filing Undertaking • March 23rd, 2006 • Prides Capital Partners, LLC • Services-computer processing & data preparation
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Amendment No. 7 to the Statement on Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment No. 7 jointly on behalf of each such party.
SECOND AMENDED AND RESTATED CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • March 23rd, 2006 • Prides Capital Partners, LLC • Services-computer processing & data preparation • Delaware
STOCKHOLDERS AGREEMENT dated as of [___], 2006 (this “Agreement”) among Perseus Holding Corp., a Delaware corporation (the “Company”), Prides Capital Fund I, L.P., a Delaware limited partnership (“Prides”), Prides 406 Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”) and the other stockholders of the Company listed on the signature pages hereto. Each of the parties to this Agreement (other than the Company) and any other Person (as hereinafter defined) who or which shall become a party to or agree to be bound by the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a “Stockholder.”
