Voting and Noteholder Agreement Sample Contracts

VOTING AND NOTEHOLDER AGREEMENT
Voting and Noteholder Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware

This VOTING AND NOTEHOLDER AGREEMENT (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Sub”), and each entity listed in Exhibit I hereto (each, a “Noteholder” and together, the “Noteholders”).

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VOTING AND NOTEHOLDER AGREEMENT
Voting and Noteholder Agreement • December 12th, 2005 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • Delaware

This VOTING AND NOTEHOLDER AGREEMENT (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Sub”), and each entity listed in Exhibit I hereto (each, a “Noteholder” and together, the “Noteholders”).

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