Voting and Waiver Agreement Sample Contracts

RECITALS
Voting and Waiver Agreement • July 30th, 2003 • Pinnacor Inc • Services-business services, nec • Delaware
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VOTING AND WAIVER AGREEMENT
Voting and Waiver Agreement • July 29th, 2003 • Pearson PLC • Books: publishing or publishing & printing • Delaware

This Voting Agreement (the "Agreement") is made and entered into as of July 22, 2003, by and among NMP, Inc. ("Holdco"), MarketWatch.com, Inc. ("Parent"), Pinnacor Inc. (the "Company"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL" and together with CBS shall be hereinafter referred to as a "Stockholder" and collectively, as the "Stockholders"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENT
Voting and Waiver Agreement • December 15th, 2003 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing

This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the "Agreement"), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the "Company"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.

AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENT
Voting and Waiver Agreement • December 15th, 2003 • Pinnacor Inc • Services-business services, nec

This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the “Agreement”), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the “Company”), CBS Broadcasting Inc. (“CBS”) and Pearson International Finance Ltd. (“PIFL”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.

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