0001193125-08-092997 Sample Contracts

AMENDMENT NO. 1 TO VOTING AGREEMENT
Voting Agreement • April 28th, 2008 • Danka Business Systems PLC • Wholesale-professional & commercial equipment & supplies • New York

This Amendment No. 1 to the Voting Agreement (this “Amendment”), dated as of April 22, 2008, is entered into by and among Konica Minolta Business Solutions U.S.A., Inc., a New York corporation (“Purchaser”), Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership organized and existing under the laws of the Netherlands, and 55th Street Partners II L.P. a Delaware limited partnership (each, a “Stockholder” and collectively, the “Stockholders”).

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The Cypress Group LLC New York, NY 10022
Letter Agreement • April 28th, 2008 • Danka Business Systems PLC • Wholesale-professional & commercial equipment & supplies • New York

Reference is made to that certain letter agreement (the “Letter Agreement”), dated April 8, 2008, by and among Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership organized and existing under the laws of the Netherlands, and 55th Street Partners II L.P., a Delaware limited partnership (collectively, the “Cypress Shareholders”) and Danka Business Systems PLC, a public limited company organized under the laws of England and Wales (“Parent”). This letter agreement hereby amends and restates the Letter Agreement in its entirety.

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