0001144204-12-052325 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 21st, 2012 • Kellogg Peter R • Services-offices & clinics of doctors of medicine • Delaware

This VOTING AGREEMENT (this "Agreement") is entered into as of June 10, 2012 by and between the undersigned stockholders ("Stockholders") of IntegraMed America, Inc., a Delaware corporation (the "Company"), and SCP-325 Holding Corp., a Delaware corporation ("Parent"). The obligations, representations and warranties of the undersigned Stockholders hereunder are several and not joint and several.

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Agreement
Agreement • September 21st, 2012 • Kellogg Peter R • Services-offices & clinics of doctors of medicine

The undersigned agree that this Schedule 13D/A, dated September 5, 2012, relating to Common Stock, $.01 par value, of Integramed America, Inc. is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

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