Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From (a) Each Holder agrees that at the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, Stockholders’ Meeting or at any other meeting of the unitholders holders of SXE Shares at which a vote of such Holders contemplated below is taken (whether annual and at every postponement or special and whether or not an adjourned or postponed meetingadjournment, as applicable, thereof) and, with respect to the matters described below in clauses (ii)(A), however called(ii)(B) and (ii)(C), or in connection with any action proposed to be taken by written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Shares: (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption i) when such a meeting of the Merger Agreement or the Merger) (a) when a meeting holders of Shares is held, such Holder shall appear at such meeting or otherwise cause the Voting Interests Subject Shares to be counted as present thereat for the purpose of establishing a quorumquorum and, if applicable, vote in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement or any other actions contemplated by the Merger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not proxies representing a sufficient number of shares of Common Stock to approve such matters on the date on which the meeting is held, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (bii) such Holder shall vote (or consent), or cause to be voted at any such meeting (and at every postponement or validly execute and return and adjournment thereof), or deliver or cause such consent to be granted delivered a written consent with respect to), all Voting Interests of such Holder’s Subject Shares (iA) in favor of the Merger, the approval of adopting the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions actions contemplated in by the Merger Agreement in respect of which the approval of the holders of Shares is requested; and (iiB) against (A1) any SXE Alternative Acquisition Proposal, whether or not constituting a Superior Proposal and (B2) any proposal for action, proposal, transaction or agreement involving the Company or any recapitalizationof its Subsidiaries that is intended, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or Agreement. Except as explicitly set forth in this Section 4.01, nothing in this Agreement shall limit the right of a Holder to vote (or cause to be voted), including by proxy or written consent, if applicable, in favor of, or against or to abstain with respect to, any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change matters presented to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessstockholders of the Company.

Agreement to Vote. From Stockholder hereby agrees that, from and after the period commencing with the execution date hereof and delivery of this Agreement and continuing until the Termination Date (as defined hereinin Section 19), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) (a) when a meeting is heldCompany, Stockholder shall appear at each such meeting meeting, in person or by proxy, or otherwise cause the Voting Interests Shares to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) Stockholder shall vote (or consent), or cause to be voted at such meeting (voted) or validly execute and return and cause such act by written consent to be granted with respect to)to all of the Voting Shares that are beneficially owned by Stockholder or as to which Stockholder has, all Voting Interests directly or indirectly, the right to vote or direct the voting, (ia) in favor of the Merger, the adoption and approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any approval of the transactions terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, and any other action reasonably requested by Parent in furtherance thereof; (b) against any action or this Agreement or any transaction agreement that results would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE the Company contained in the Merger Agreement or of Stockholder contained in this Agreement; and (c) against any Acquisition Proposal made by any person other than Parent or any of its Subsidiaries under affiliates. Stockholder hereby agrees that it will not enter into any voting or other agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Merger Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 3 and except as provided in Section 4 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of Stockholder's affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of Stockholder pursuant to this paragraph. As used in this Agreement, (D"person" shall have the meaning specified in Sections 3(a)(9) any change in and 13(d)(3) of the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessExchange Act.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally The Stockholder agrees that, so long as no Event of Default (as such term with respect to each Covered Share that it is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuingentitled to vote, it shall, and shall cause any other holder of record of any such Covered Shares to, at any meeting of the unitholders stockholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, ) or in connection with any written other circumstances upon which a vote, consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for other approval and adoption of the Merger Agreement or the Merger) Stockholder is sought (ai) when a meeting concerning the Transactions (as defined below) is held, appear at such meeting or otherwise cause the Voting Interests all such Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and ; (bii) vote (or consent), or cause to be voted at voted, including by proxy or by delivering a written consent) all such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) Covered Shares in favor of (x) the Merger, Merger and the approval adoption of the Merger Agreement and any other matters necessary for consummation each of the Merger and the other transactions contemplated in by the Merger Agreement, including, without limitation, the adoption of the Amended and Restated Charter (collectively, the “Transactions”), and (y) the approval of any proposal to adjourn or postpone such meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement and/or the adoption of the Amended and Restated Charter on the date on which such meeting is held; and (iiiii) vote (or cause to be voted) all such Covered Shares against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger)proposal, (C) any other action or agreement that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach Transactions in any material respect. Except as set forth in this Section 1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect of to any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change matter presented to the SXE Charter Documentsstockholders of the Company. In addition, except if approved by AMID, and (E) nothing in this Agreement shall limit the right of the Stockholder to vote any other change such Covered Shares in SXE’s corporate structure or businessconnection with the election of directors.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) in favor of the Mergeragainst any Company Takeover Proposal, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against any change in membership of the Company Board that is not recommended or approved by the Company Board, and (Aiii) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than proposed action, agreement or transaction involving the Merger), (C) any other action Company that could would reasonably be expected to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the transactions contemplated by the Merger Agreement or this Agreement Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenant, representation the Company; or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change in the Company’s organizational documents. Subject to the SXE Charter DocumentsConditional Proxy (as defined below) granted under Section 1.3 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallExpiration Date, at any every meeting of the unitholders shareholders of SXE (whether annual the Company called with respect to any of the following, and at every adjournment or special postponement thereof, and whether on every action or not an adjourned or postponed meeting), however called, or in connection with any approval by written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or Company with respect to any of the Merger) (a) when a meeting is heldfollowing, each Shareholder shall appear at such meeting (in person or by proxy) or otherwise cause the Voting Interests Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum, quorum and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause consent) such consent to be granted with respect to), all Voting Interests Subject Shares (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or withdrawn, in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of Agreement, the Merger Mergers and the other transactions contemplated in the Merger Agreement and thereby, (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets action or other business combination between SXE agreement that is recommended against by the Company Special Committee and any other Person (other than the Merger), (C) any other action that could would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any consummation of the Mergers and the other transactions contemplated by the Merger Agreement and (iii) in the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or this Agreement or any transaction that results otherwise withdrawn, in a breach in any material respect favor of any covenant, representation or warranty or other obligation or agreement the approval of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change the Mergers and the other transactions contemplated thereby in the present capitalization or dividend policy same proportion as the number of SXE or any amendment or Shares owned by holders of Company Ordinary Shares (other change than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the Blackstone Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the SXE Charter Documents, except if approved total number of Shares owned by AMID, Unaffiliated Shareholders present (in person or by proxy) and (E) any other change in SXE’s corporate structure or businessvoting at such meeting of the shareholders of the Company.

Agreement to Vote. From (a) Each Stockholder agrees that (i) at the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, Company Stockholders Meeting or at any other meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE Company Common Stock called to consider the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or and the Merger) , (aA) when a such meeting of the holders of Company Common Stock is held, such Stockholder shall appear at such meeting or otherwise cause the Voting Interests Subject Stock to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any quorum and (bB) such Stockholder shall vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) any Subject Stock in favor of the Merger, the approval of adopting the Merger Agreement and the Merger; provided, however, that the foregoing shall not require such Stockholder to vote or cause to be voted at such meeting any other matters necessary for consummation Subject Stock in favor of the Merger and the other transactions contemplated in the Merger Agreement any Excluded Amendment and (ii) at any meeting of the stockholders of the Company (whether annual or special), however called, or at any adjournment or postponement thereof, or in any other circumstances (including an action by written consent) upon which a vote or other approval is sought, such Stockholder shall vote (or cause to be voted), in person or by proxy, all of the Subject Stock against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company's certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action that could or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the present capitalization or dividend policy of SXE or any amendment or Company (other change than pursuant to the SXE Charter Documents, except if approved by AMID, Merger Agreement) and (E) any Takeover Proposal. For the avoidance of doubt, each Stockholder shall retain at all times the right to vote any Subject Stock in such Stockholder's sole discretion, and without any other change limitation, on any matters other than those explicitly set forth in SXE’s corporate structure this Section 2.01 that are at any time or businessfrom time to time presented for consideration to the holders of Company Common Stock.

Agreement to Vote. From (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallExpiration Date, at any every meeting of the unitholders shareholders of SXE (whether annual the Company called with respect to any of the following, and at every adjournment or special postponement thereof, and whether on every action or not an adjourned or postponed meeting), however called, or in connection with any approval by written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or Company with respect to any of the Merger) (a) when a meeting is heldfollowing, each Shareholder shall appear at such meeting (in person or by proxy) or otherwise cause the Voting Interests Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum, quorum and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause consent) such consent to be granted with respect to), all Voting Interests Subject Shares (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or withdrawn, in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of Agreement, the Merger Mergers and the other transactions contemplated in the Merger Agreement and thereby, (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets action or other business combination between SXE agreement that is recommended against by the Company Special Committee and any other Person (other than the Merger), (C) any other action that could would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or any consummation of the Mergers and the other transactions contemplated by the Merger Agreement and (iii) in the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or this Agreement or any transaction that results otherwise withdrawn, in a breach in any material respect favor of any covenant, representation or warranty or other obligation or agreement the approval of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change the Mergers and the other transactions contemplated thereby in the present capitalization or dividend policy same proportion as the number of SXE or any amendment or Shares owned by holders of Company Ordinary Shares (other change than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the SXE Charter Documents, except if approved total number of Shares owned by AMID, Unaffiliated Shareholders present (in person or by proxy) and (E) any other change in SXE’s corporate structure or businessvoting at such meeting of the shareholders of the Company.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party The Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term that during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at the Company Stockholders Meeting and at any other meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, or in connection any other circumstance in which the vote, consent or approval of stockholders of the Company, in their capacity as stockholders, is sought with respect to the Merger Agreement or any written consent of unitholders of SXE Takeover Proposal, the Stockholder shall, in each case, to the fullest extent that such matters are submitted for the Voting Interests are vote, written consent or approval of the Stockholder and the Stockholder is entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereto: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) vote in favor of (or consent), or cause to be voted at such meeting in favor of), in person or by proxy, deliver (or validly execute and return and cause such consent to be granted with respect to), delivered) a written consent or otherwise approve on behalf of all Voting Interests of the Covered Shares (i) in favor of the Merger, the approval adoption of the Merger Agreement and any other matters necessary related proposal in furtherance thereof, as reasonably requested by Parent, submitted for consummation the vote, written consent or approval of the Merger and the other transactions contemplated in the Merger Agreement and Company’s stockholders; (ii) against any action, proposal or agreement submitted for the vote, written consent or approval of the Company’s stockholders that is in opposition to, or to the Stockholder’s knowledge (Abased upon the advice of counsel) is competitive or materially inconsistent with, the Merger or to the Stockholder’s knowledge (based upon the advice of counsel) would result in a breach of any SXE Alternative Proposalcovenant, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets representation or other business combination between SXE and warranty or any other Person obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (other than the Merger), (Ciii) against any Takeover Proposal and against any other action action, agreement or transaction submitted for the vote, written consent or approval of stockholders that could reasonably be expected to the Stockholder knows would impede, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any the performance by the Company of its Subsidiaries obligations under the Merger Agreement or by the Stockholder of its obligations under this Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From Stockholder hereby agrees that, from and after the period commencing with the execution date hereof and delivery of this Agreement and continuing until the Termination Date (as defined hereinin Section 19), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) (a) when a meeting is heldCompany, Stockholder shall appear at each such meeting meeting, in person or by proxy, or otherwise cause the Voting Interests Shares to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) Stockholder shall vote (or consent), or cause to be voted at such meeting (voted) or validly execute and return and cause such act by written consent to be granted with respect to)to all of the Voting Shares that are beneficially owned by him or as to which he has, all Voting Interests directly or indirectly, the right to vote or direct the voting, (ia) in favor of the Merger, the adoption and approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any approval of the transactions terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, and any other action reasonably requested by Parent in furtherance thereof; (b) against any action or this Agreement or any transaction agreement that results would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE the Company contained in the Merger Agreement or of Stockholder contained in this Agreement; and (c) against any Acquisition Proposal made by any person other than Parent or any of its Subsidiaries under affiliates. Stockholder hereby agrees that he will not enter into any voting or other agreement or understanding with any person or entity or grant a proxy or power of attorney with respect to the Merger Shares prior to the Termination Date (other than a proxy or power of attorney to an officer of the Company that may be exercised solely in accordance with this Section 3 and except as provided in Section 4 below) or vote or give instructions in any manner inconsistent with clause (a), (b) or (c) of the preceding sentence. Stockholder hereby agrees, during the period commencing on the date hereof and ending on the Termination Date, not to, and, if applicable, not to permit any of his affiliates to, vote or execute any written consent in lieu of a stockholders meeting or vote, if such consent or vote by the stockholders of the Company would be inconsistent with or frustrate the purposes of the other covenants of Stockholder pursuant to this paragraph. As used in this Agreement, (D"person" shall have the meaning specified in Sections 3(a)(9) any change in and 13(d)(3) of the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessExchange Act.

Agreement to Vote. From (a) Without in any way limiting Stockholder’s right to vote its Stockholder Securities in its sole discretion on any other matters that may be submitted to a stockholder vote of the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein)Company, each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallconsent or other approval, at any every annual, special or other meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however Company’s stockholders called, and at every adjournment or postponement thereof, such Stockholder (in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption such Stockholder’s capacity as a holder of the Merger Agreement Stockholder Securities) shall, or shall cause the Mergerholder of record of such Stockholder’s Stockholders Securities on any applicable record date to, (i) (a) when a meeting is held, appear at each such meeting or otherwise cause all of the Voting Interests Stockholder Securities of such Stockholder entitled to vote to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any quorum and (bii) vote (or consent), or cause to be voted at such meeting voted) all of the Stockholder Securities beneficially owned by Stockholder and entitled to vote (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (iA) in favor of (1) the Merger, the approval adoption of the Merger Agreement and any other matters necessary for consummation the approval of the Merger and the other transactions contemplated in by the Merger Agreement and (ii2) against (A) any SXE Alternative Proposal, (B) in favor of any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets to adjourn or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any such meeting of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in Company’s stockholders to a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under later date if there are not sufficient votes to adopt the Merger Agreement, (D(1) any change in and (2) the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID“Transaction Matters”), and (EB) against (x) any other change action or agreement which the Company Board recommends voting against and which would reasonably be expected to result in SXE’s corporate structure any of the conditions to consummate the Merger set forth in Article VI of the Merger Agreement either not being satisfied or businessbeing materially impaired or delayed in being able to be satisfied, and (y) any Acquisition Proposal.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear (in person or by proxy) at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) against any action or agreement that would reasonably be expected to (A) result in favor a breach of any covenant, representation or warranty or any other obligation or agreement of the MergerCompany contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the approval conditions set forth in Article 8 or Annex A of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated not being satisfied in the Merger Agreement and a timely manner; (ii) against any change in the Company Board; (Aiii) against any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Acquisition Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Company that is intended, (C) any other action that could or would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or this Agreement other business combination involving the Company (other than the Offer and the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property Rights) of the Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenantthe Company, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCertificate of Incorporation or Company Bylaws, except if approved in each case, to the extent not expressly permitted by AMIDthe Merger Agreement; and (iv) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of stockholders, and (E) in connection therewith to execute any documents reasonably requested by Parent which are necessary or appropriate in order to effectuate the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it Investor shall, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or any adjournment or postponement thereof, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) (a) when a meeting is heldCompany, appear at cause such meeting or otherwise cause the Voting Interests Owned Shares to be counted as present thereat for the purpose purposes of establishing a quorum, quorum and when a written be present (in person or by proxy) and vote or consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at or consented) all of such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Owned Shares (i) in favor of the MergerCompany Stockholder Approval (as defined in the Securities Purchase Agreement) and any actions reasonably required in furtherance thereof (provided, the approval however, that none of the Merger Agreement and any other matters necessary for consummation Initial Shares (as defined in the Securities Purchase Agreement) acquired by Investor (or an affiliate thereof) as part of the Merger and the other transactions contemplated Initial Closing (as defined in the Merger Agreement and Securities Purchase Agreement) shall be voted in respect of this matter nor should such Owned Shares be considered present or represented by proxy at the Stockholders Meeting for purposes of this matter), (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action proposal that could would reasonably be expected to impede, interfere withfrustrate, delay, postpone prevent or adversely affect nullify the Merger Securities Purchase Agreement or any of the transactions contemplated by thereby, (iii) in favor of amending the Merger Agreement or Certificate of Incorporation of the Company to increase the size of the Company Board to ten (10) directors, (iv) in favor of the election of directors to the Company Board, (v) in favor of the ratification of the choice of the Company’s accountants, (vi) in favor of an increase in the authorized share capital of the Company of 40,000,000 shares of Common Stock and (vii) in favor of the approval of the Company’s employee stock incentive plan. The voting covenant set forth in this Section 1.1 and the proxy granted pursuant to Section 1.2 of this Agreement or shall not be effective for any transaction that results in a breach other purpose and Investor retains the right to vote in any material respect of any covenant, representation or warranty or manner on all other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessmatters.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined herein), each Southcross Holdings Party Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, at any meeting of the unitholders shareholders of SXE IMS Health (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action proposed to be taken by written consent of unitholders the shareholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) IMS Health (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE IMS Health for written consent, if any any, and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares (i) in favor of the Merger, the approval adoption of the Merger Agreement and any other matters necessary for consummation of matter that is required to facilitate the Merger and and/or the other transactions contemplated in by the Merger Agreement Agreement, including the Governance Matters, and (ii) against (A) any SXE Alternative Acquisition Proposal with respect to IMS Health (an “IMS Health Acquisition Proposal”), (B) any other action, agreement or proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone postpone, frustrate, prevent, nullify or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach change in any material respect manner the voting rights of any covenant, representation or warranty or other obligation or agreement class of SXE or any the capital stock of its Subsidiaries under the Merger AgreementIMS Health, (DC) any change in the present capitalization or dividend policy of SXE IMS Health or any amendment or other change to the SXE Charter DocumentsIMS Health’s certificate of incorporation or bylaws, except the Governance Matters or if approved by AMIDQuintiles, and (ED) any other change in SXEIMS Health’s corporate structure or business. In the event that such Shareholder’s proxy has been granted to Quintiles pursuant to Section 2(a), such Shareholder shall have no obligations under this Section 1 with respect to the meeting of the shareholders of IMS Health for which such proxy has been granted. Except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of each Shareholder to vote (including by proxy or written consent, if applicable) in favor of, against or abstain with respect to any matters presented to IMS Health’s shareholders.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party The Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in that from and after the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalldate hereof, at any meeting of the unitholders of SXE (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of shareholders of the Company, however called, or in connection with any written consent of unitholders of SXE to the fullest extent that Company’s shareholders, the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties Shareholder will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at each such meeting or otherwise cause all of the Voting Interests Owned Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any any, and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests of the Shareholder’s shares of Company Common Stock (and all other voting securities of or equity interests in the Company and any derivative or other contractual arrangements giving the Shareholder or any of its Affiliates (provided that for purposes of this Agreement, “Affiliates” shall not include any “portfolio company” (as such term is customarily used among private equity investors) that may be deemed to be an “Affiliate” of the Shareholder) the ability to exercise voting rights with respect to shares of Company Common Stock) Beneficially Owned by the Shareholder as of the applicable record date (together with any Company Common Stock that the Shareholder may acquire after the date hereof, including pursuant to the Metavante Stock Purchase Right Agreement or the Shareholders Agreement (as hereinafter defined), the “Owned Shares”) (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and any other matters necessary for consummation the terms thereof, in favor of each of the Merger and the other transactions actions contemplated in by the Merger Agreement and in favor of any action in furtherance of any of the foregoing (in each case whether or not recommended by the Board of Directors of the Company) and (ii) against (A) any SXE Alternative Acquisition Proposal or any proposal relating to an Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets merger agreement or other business combination between SXE and any other Person merger (other than the Merger Agreement and the Merger), consolidation, combination, material business transaction or legal or regulatory action, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, or (C) any other action that could reasonably be expected to amendment of the Company’s articles of incorporation or by-laws that, in the case of each of the foregoing clauses (A) through (C) would (1) impede, interfere withfrustrate, delayprevent or nullify any provision of this Agreement, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results the Merger, (2) result in a breach in any material respect of any covenant, representation or representation, warranty or any other obligation or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement, or (D3) any change in any manner the present capitalization voting rights of the Owned Shares. The Shareholder shall not commit or dividend policy agree to take any action inconsistent with the foregoing. Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of SXE the Shareholder to vote in favor of, against or abstain with respect to any amendment or other change matter presented to the SXE Charter DocumentsCompany’s shareholders, except if approved including in connection with the election of directors proposed by AMID, and (E) any other change the Company or Parent or Merger Sub or by a third party not in SXE’s corporate structure or businessconnection with an Acquisition Proposal proposed by such third party.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined hereinbelow), each Southcross Holdings Party Stockholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders stockholders of SXE the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) Company, however proposed (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests its Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when if a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause provide instructions to be voted the designated proxyholder of the Company's management to vote at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares (i) in favor of the MergerShare Exchange, the approval adoption of the Merger Arrangement Agreement and any other matters necessary for consummation of the Merger Share Exchange and the other transactions contemplated by the Arrangement Agreement and any other action reasonably requested by Paramount in the Merger Agreement furtherance thereof, and (ii) against (A) any SXE Alternative ProposalAcquisition Proposal (as defined in the Arrangement Agreement), (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE the Company and any other Person (other than the MergerShare Exchange), (C) any other action that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger Share Exchange or any of the transactions contemplated by the Merger Arrangement Agreement or this Agreement or any action or transaction that results would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE the Company or any of its Subsidiaries under contained in the Merger Arrangement Agreement, or of the Stockholder contained in this Agreement, (D) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCompany’s certificate of incorporation or bylaws, except if approved by AMID, Paramount and (E) any other change in SXEthe Company’s corporate structure or business.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined hereinbelow), each Southcross Holdings Party Stockholder, solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees thatto validly execute and deliver to the Company in respect of all of the Stockholder’s Covered Shares entitled to vote or consent on matters put to a vote or consent, so long as no Event applicable, of Default the Company’s stockholders (as such term is defined in the Credit Agreement dated April 13Covered Shares, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (each Stockholder’s “Holdings Borrower General PartnerVoting Covered Shares”), Southcross Holdings Guarantor LPas soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, and in any event within forty-eight (48) hours thereafter, a Delaware limited partnership written consent in respect of all of the Stockholder’s Voting Covered Shares approving the Merger Agreement and the Transactions. In addition, prior to the Termination Date, each Stockholder, in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agenti) has occurred and is continuing, it shall, and shall cause each other holder of record of any of such Stockholder’s Voting Covered Shares to, take any and all actions necessary or reasonably requested by Acquiror or the Company in order to effect the conversion, effective as of immediately prior to and conditioned upon the Closing, of all of the outstanding shares of Company Preferred Stock into Company Common Stock pursuant to the terms of the Governing Documents of the Company, including, without limitation, approval, execution and delivery of a written request for such conversion pursuant to Section 4(b) of Article V thereof, and (ii) at any meeting of the unitholders stockholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, called and including any adjournment or postponement thereof) and in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) (a) when a meeting is heldCompany, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorumStockholder shall, and when a written consent is proposed, respond to shall cause each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor other holder of the Merger, the approval record of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXEsuch Stockholder’s corporate structure or business.Voting Covered Shares to:

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein)At any meeting, each Southcross Holdings Party irrevocably and unconditionally agrees thator separate class meeting, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders shareholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or at any adjournment, recess or postponement thereof, or in connection any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought, each Series A Holder shall, and shall cause any other holder of record with any written consent of unitholders of SXE respect to the fullest extent that Series A Shares, all common shares of the Voting Interests Company owned by such Series A Holder and any other equity securities of the Company which are entitled to vote thereon beneficially owned by such Series A Holder or consent thereto any of its Affiliates, whether now owned or hereinafter acquired (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled “Covered Shares”) to vote for approval and adoption of the Merger Agreement or the Merger(i) (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any quorum and (bii) vote (or consentcause to be voted), or cause to be voted at such meeting execute and deliver a written consent (or validly execute and return and cause such a written consent to be granted with respect to)executed and delivered) covering, all Voting Interests Covered Shares (iA) in favor of adopting the Merger, Merger Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement Agreements and this Agreement, or any other matters necessary for consummation of transaction pursuant to which the Merger and Series A Holders (collectively) or an entity or entities directly or indirectly owned by them propose to acquire the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative ProposalCompany, (B) in favor of any proposal for adjournment or postponement recommended by the Company with respect to any recapitalizationshareholder meeting with respect to the Merger Agreements, the Merger or the Transaction, if N. Xxxxxx Xxxxxxxx 3rd reasonably deems such adjournment or postponement to be in the best interests of the Series A Holders, (C) against any other transaction or transactions, including any Acquisition Proposal (other than the Merger or a transaction otherwise approved by all Series A Holders) including any consolidation, combination, sale of substantial assets, reorganization, liquidationrecapitalization, dissolution, liquidation or winding up of or by the Company and (D) against any proposal, action or agreement, including an Acquisition Proposal, that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreements or any other transactions approved by all Series A Holders, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreements, (3) result in any of the conditions set forth in the Merger Agreements not being fulfilled or (4) change the capitalization of, including the voting rights of any class of capital stock of, the Company. Each Series A Holder shall not commit or agree to take any action inconsistent with the foregoing. Subject to the terms and conditions set forth herein, each Series A Holder shall, and shall cause his, her or its Affiliates to, during the Exclusivity Period, retain at all times the right to vote or consent with respect to such party’s or his, her or its Affiliates’ Covered Shares in such party’s or his, her or its Affiliates’ sole discretion (as applicable) and without any other limitation on those matters, other than the limitations contained in this Section 4(b). In the event of any share split, share dividend, bonus issue, amalgamation, merger, sale of assets reorganization, recapitalization or other business combination between SXE and any other Person (other than change in the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any capital structure of the transactions contemplated by Company affecting the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty Covered Shares or other obligation securities or agreement rights of SXE the Company by any Series A Holder or any of its Subsidiaries under the Merger AgreementAffiliates, (Di) the type and number of Covered Shares shall be adjusted appropriately and (ii) this Agreement and the obligations hereunder shall automatically attach to any change in additional Covered Shares or other securities or rights of the present capitalization Company issued to or dividend policy of SXE acquired by the Series A Holder or any amendment of his, her or other change to the SXE Charter Documents, except if approved by AMID, and (Eits Affiliates. The obligations of each party hereto set forth in this Section 4(b) any other change in SXE’s corporate structure or businessare irrevocable.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, for so long as no Event of Default (as such term is defined this Agreement has not been validly terminated in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallaccordance with its terms, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case, to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any quorum and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) in favor of the Merger, the approval of the Merger Agreement and against any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets action or other business combination between SXE and any other Person (other than the Merger), (C) any other action agreement that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries under the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (DB) result in any of the conditions set forth in Article VIII or Annex C of the Merger Agreement not being satisfied on or before the Outside Date; (ii) against any change in the present capitalization members of the Company Board of Directors that is not recommended by the Company Board of Directors; and (iii) against any Acquisition Proposal. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 1.2 that are at any time or dividend policy from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of SXE or doubt, the foregoing commitments in Sections 1.1 and 1.2 apply to any amendment Subject Shares held by any trust, limited partnership or other change to entity directly or indirectly holding Subject Shares over which the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure applicable Stockholder exercises direct or businessindirect voting control.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted voted), or deliver (or cause to be delivered) a written consent (if permitted at such meeting (or validly execute and return and cause such consent to be granted time) with respect to), all Voting Interests of its Subject Shares (i) in favor of the Mergeragainst any Acquisition Proposal, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against any change in membership of the Company Board that is not recommended or approved by the Company Board, and (Aiii) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than proposed action, agreement or transaction involving the Merger), (C) any other action Company that could would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer, the Merger or the other Contemplated Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the transactions contemplated by the Merger Agreement or this Agreement Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenant, representation the Company; or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change in the Company’s organizational documents. Subject to the SXE Charter Documentsproxy granted under Section 1.3 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with date hereof until the execution and delivery earlier of this Agreement and continuing until the Termination Date (as defined herein)below) or the receipt of the Company Shareholder Approval, each Southcross Holdings Party Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders shareholders of SXE the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by such Shareholder as of the Voting Interests date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares that are owned by such Shareholder as of the date of such meeting or consent (i) in favor of the Merger, Merger and the approval adoption of the Merger Agreement and any other matters necessary for consummation the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of the Merger and each of the other transactions contemplated in by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other than action that would be reasonably likely to result in any conditions to the Merger)consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other action change to the Company Memorandum of Association or Company Bye-laws that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Statutory Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From (a) Each Stockholder agrees that at each meeting of the period commencing with stockholders of the execution and delivery of this Company prior to Closing, including each meeting called to approve the FSC Investment Advisory Agreement and continuing until pursuant to which Buyer will become the Termination Date “investment adviser” (as defined herein)contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions, and each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event meeting of Default the stockholders of the Company after the Closing (as each such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLCmeeting, a Delaware limited liability company (“Holdings Borrower General PartnerStockholders Meeting”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (ai) when a meeting each such Stockholder Meeting is held, such Stockholder shall appear at such meeting or otherwise cause the Voting Interests Subject Stock beneficially owned by it to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (bii) such Stockholder shall vote (or consent), or cause to be voted at each such meeting Stockholder Meeting such Subject Stock in accordance with the written instruction of Buyer (or validly execute and return and cause such consent to be granted provided, that, with respect to)to any proposal to approve the FSC Investment Advisory Agreement, all Voting Interests (i) Buyer’s written instructions in respect of the FSC Investment Advisory Agreement shall be in favor of the Merger, the approval of such agreements and in respect of the Merger election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a later date for lack of quorum or if there are insufficient votes to approve the FSC Investment Advisory Agreement and or any other matters necessary for consummation recommendations of the Merger and the other transactions contemplated in the Merger Agreement Buyer and (iiiv) such Stockholder shall vote against (A) any SXE Alternative Proposal, (B) any proposal for a Person other than Buyer to become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) of the Company and against the election of any recapitalizationdirectors that Buyer has notified such Stockholder in writing are not acceptable to Buyer. For the avoidance of doubt, reorganizationeach Stockholder shall retain at all times following the termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and without any other Person (other than the Merger)limitation, (C) on any other action matters that could reasonably be expected are at any time or from time to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessholders of Company Common Stock following the termination of this Agreement.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement Agreement, and continuing until so long as the Termination Date (as defined herein)Unitholders remain entitled to receive not less than the Specified Consideration, each Southcross Holdings Party Unitholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as after the date hereof and until the Termination Date with respect to such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallUnitholder, at any annual or special meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Partnership, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the unitholders of SXE the Partnership, such Unitholder shall, in each case to the fullest extent that the Voting Interests such Unitholder’s Subject Units are entitled to vote thereon and Unitholder continues to have voting power over such Subject Units: (a) appear at each such meeting or otherwise cause all such Subject Units to be counted as present thereat for purposes of determining a quorum; and (b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent thereto with respect to, all of its Subject Units (i) in favor of the parties hereto acknowledge that in accordance with (A) approval of the SXE Partnership Agreement SXE Common Units owned Merger Agreement, the Merger and the other transactions contemplated by the Southcross Holdings Parties will Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not be entitled to vote sufficient votes for approval and adoption of the Merger Agreement or on the Merger) (a) when a meeting date on which the Partnership Unitholders Meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement ; and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Partnership that is intended, (C) any other action that could or would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone postpone, discourage or adversely affect otherwise impair the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; and (iii) against any other action or this Agreement or any transaction agreement that results would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, (D) and without any change other limitation, on any matters other than those set forth in the present capitalization this Section 1.1 that are at any time or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXEPartnership’s corporate structure or businessunitholders generally.

Agreement to Vote. From the period commencing with date hereof until the execution and delivery earlier of this Agreement and continuing until the Termination Date (as defined herein)below) or the receipt of the Company Shareholder Approval, each Southcross Holdings Party the Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders shareholders of SXE the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by the Voting Interests Shareholder as of the date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares that are owned by the Shareholder as of the date of such meeting or consent (i) in favor of the Merger, Merger and the approval adoption of the Merger Agreement and any other matters necessary for consummation the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of the Merger and each of the other transactions contemplated in by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other than action that would be reasonably likely to result in any conditions to the Merger)consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other action change to the Company Memorandum of Association or Company Bye-laws that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Statutory Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Each Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event subject to the terms of Default (as such term is defined in this Agreement, until the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of such Subject Shares (i) unless the Merger Agreement has been validly terminated in favor accordance with its terms, against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Merger, Company contained in the approval Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article VIII of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated not being satisfied in the Merger Agreement and a timely manner; (ii) against any Acquisition Proposal or any action in furtherance of a specific Acquisition Proposal and (Aiii) any SXE Alternative Proposalunless the Merger Agreement has been validly terminated in accordance with its terms, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than action, agreement or transaction involving the Merger), (C) Company or any other action Company Subsidiary that could is intended or would reasonably be expected to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any of extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the transactions contemplated by the Merger Agreement Agreement); (y) a sale, lease, license or this Agreement transfer of a material amount of assets of the Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenant, representation the Company; or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter Documentsbylaws or certificate of incorporation of the Company as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Subject to the proxy granted under Section 1.3 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with the execution and delivery of (a) Unless this Agreement and continuing until shall have terminated pursuant to Section 4.2 (the date of such termination, the “Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerDate”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any every meeting of the unitholders holders of SXE Company Stock (whether annual or special and whether or not an adjourned or postponed meetingthe “Company Stockholders”), however called, and at every adjournment or postponement thereof, Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to person or by proxy) and vote thereon (or consent thereto to be voted by proxy) Stockholder’s Subject Shares (a) in favor of (i) adoption of the parties hereto acknowledge that in accordance with Merger Agreement, (ii) approval of any proposal to adjourn or postpone the SXE Partnership Agreement SXE Common Units owned by meeting to a later date, if there are not sufficient votes for the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement on the date on which such meeting is held or (iii) any other matter considered at any such meeting of the Company Stockholders which the Company Board has (A) determined is necessary for the consummation of the Merger, (B) disclosed in the Joint Proxy Statement/Prospectus or other written materials distributed to all Company Stockholders and (aC) when a meeting is held, appear at such meeting or otherwise cause recommended that the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any Company Stockholders adopt; and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests against (i) any amendment to the Company’s certificate of incorporation or bylaws or any other proposal which would in favor any material respect impede, interfere with or prevent the consummation of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against any Company Acquisition Proposal, or (Aiii) any SXE Alternative Proposalaction, (B) any proposal for any recapitalizationproposal, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets transaction or other business combination between SXE and any other Person (other than the Merger), (C) any other action agreement that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE Stockholder under this Agreement (collectively, the “Covered Proposals”). Notwithstanding the foregoing, (x) nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any of its Subsidiaries under amendment to the Merger Agreement, (D) Agreement or the taking of any change action that could result in the present capitalization amendment, modification or dividend policy a waiver of SXE a provision therein, in any such case, in a manner that (i) imposes any material restrictions or any amendment additional material conditions on the consummation of the Merger or other change the payment of the Merger Consideration to Company Stockholders or (ii) extends the SXE Charter Documents, except if approved by AMIDOutside Date, and (Ey) except as expressly set forth in this Section 1.1 with respect to Covered Proposals, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other change in SXE’s corporate structure or businessmatter presented to the Company Stockholders.

Agreement to Vote. From (a) Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until Agreement, the Termination Date (as defined herein), each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company’s stockholders, however called, including any adjournment or postponement thereof, the Stockholder shall, in connection with any written consent of unitholders of SXE each case to the fullest extent that the Voting Interests Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote (or cause to be voted) all of its Subject Shares, (A) adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for approval the consideration and vote of the Company’s stockholders, (B) against any Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting in competition or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted inconsistent with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in by the Merger Agreement Agreement, and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) against any other action action, agreement or transaction involving the Company that could is intended to, or that would be reasonably be expected likely to prevent, impede, or, in any material respect, interfere with, delay, postpone with or adversely affect the Merger or any of delay the transactions contemplated by the Merger Agreement Agreement, including against any action, agreement or this Agreement or any transaction that results would reasonably be expected to result in (x) a breach in of or failure to perform any material respect of any covenantrepresentation, representation or warranty or other obligation warranty, covenant or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement, Agreement or (Dy) any change of the conditions set forth in Article VIII of the Merger Agreement not being satisfied. The Stockholder shall retain at all times the right to vote the Stockholder’s Subject Shares in the present capitalization Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter DocumentsCompany’s stockholders generally. In addition, except if approved by AMID, and (E) nothing in this Agreement shall limit the right of any other change Stockholder to vote any such Subject Shares in SXE’s corporate structure or businessconnection with the election of directors.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in from and after the Credit Agreement dated April 13, 2016 by date hereof and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company Common Stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Company Common Stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergeri) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (bii) vote (or consent), or cause to be voted at voted) such meeting Stockholder’s Shares, (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (ix) in favor of the Merger, the (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (iiy) against (A) any SXE Alternative Takeover Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets made in opposition to or other business combination between SXE and any other Person (other than in competition with the Merger), or would result in a breach of the Merger Agreement, or (C) any other action involving the Company or any Subsidiary of the Company that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect otherwise impairing the Merger or any ability of the transactions contemplated Company to consummate the Merger. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the Merger Agreement commencement, public proposal, public disclosure or this Agreement or any transaction that results in a breach in any material respect communication to the Company of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Takeover Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party The Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term that during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at the Company Stockholders Meeting and at any other meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, or in connection any other circumstance in which the vote, consent or approval of stockholders of the Company, in their capacity as stockholders, is sought with respect to the Merger Agreement or any written consent of unitholders of SXE Takeover Proposal, the Stockholder shall, in each case, to the fullest extent that such matters are submitted for the Voting Interests are vote, written consent or approval of the Stockholder and the Stockholder is entitled to vote thereon or consent thereto (thereto, to the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption extent any of the Merger Agreement or Covered Shares have not been purchased in the Merger) Offer: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests such Covered Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) vote in favor of (or consent), or cause to be voted at such meeting in favor of), in person or by proxy, deliver (or validly execute and return and cause such consent to be granted with respect to), delivered) a written consent or otherwise approve on behalf of all Voting Interests of such Covered Shares (i) in favor of the Merger, the approval adoption of the Merger Agreement and any other matters necessary related proposal in furtherance thereof, as reasonably requested by Parent, submitted for consummation the vote, written consent or approval of the Merger and the other transactions contemplated in the Merger Agreement and Company’s stockholders; (ii) against (A) any SXE Alternative Proposalaction, (B) proposal or agreement submitted for the vote, written consent or approval of the Company’s stockholders that is in opposition to, or would reasonably be expected to be competitive or materially inconsistent with, the Merger or would result in a breach of any proposal for any recapitalizationcovenant, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets representation or other business combination between SXE and warranty or any other Person obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (other than the Merger), (Ciii) against any Takeover Proposal and against any other action action, agreement or transaction submitted for the vote, written consent or approval of stockholders that could would reasonably be expected to impede, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any the performance by the Company of its Subsidiaries obligations under the Merger Agreement or by the Stockholder of its obligations under this Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From Subject to the period commencing with terms and conditions hereof, the execution Stockholder hereby irrevocably and delivery of this Agreement unconditionally agrees that, from and continuing after the date hereof and until the Termination Date (as defined hereinin Section 5 below), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company Common Stock, however called, or in connection with any written consent of unitholders the holders of SXE to Company Common Stock, the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergerx) (a) when a meeting is held, appear at such meeting or otherwise cause all of the Voting Interests Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (by) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests voted) the Shares (i) in favor of the Merger, the (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement and (ii) against the following actions: (A) any SXE Alternative Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action involving the Company or any Subsidiary of the Company that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect impairing (I) the ability of the Company to consummate the Merger or (II) any of the transactions other transaction contemplated by the Merger Agreement or this Agreement (C) any action or any transaction agreement that results in a breach would reasonably be expected to result in any material respect condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the Termination Date to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Acquisition Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From Subject to the period commencing with terms and conditions hereof, the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in from and after the Credit Agreement dated April 13, 2016 by date hereof and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Parent Common Stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Parent Common Stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergeri) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (bii) vote (or consent), or cause to be voted at voted) such meeting Stockholder’s Shares or grant consent, as applicable (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (ix) in favor of the Merger, the (A) approval of the Merger Agreement and the other transactions contemplated by the Merger Agreement, including without limitation the Parent Share Issuance and the Asset Contribution, (B) the amendments to Parent's certificate of incorporation in the form and setting forth the substance recommended to the Stockholder by the Parent Board, (C) the election to the Parent Board of the individuals specified on Section 6.3 of the Company Disclosure Letter and the removal from the Parent Board (to the extent any such individuals have not previously resigned or been removed) of any individuals not specified on Section 7.3(g) of the Company Disclosure Letter as being a member of the Parent Board immediately following the Effective Time and (D) any other Parent Proposals and any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (iiy) against (A1) any SXE Alternative Parent Takeover Proposal, (B2) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets made in opposition to or other business combination between SXE and any other Person (other than in competition with the Merger), or which would result in a breach of the Merger Agreement, or (C3) any other action involving Parent or any Subsidiary of Parent that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect otherwise impairing the Merger ability of Parent to consummate the Merger. Subject to the terms and conditions hereof, the Stockholder shall not enter into any agreement or understanding with any Person prior to the termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the transactions contemplated Stockholder specified in this Section 1(a) shall not be affected by the Merger Agreement commencement, public proposal, public disclosure or this Agreement or any transaction that results in a breach in any material respect communication to Parent of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Parent Takeover Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From Subject to the period commencing with terms and conditions hereof, the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in from and after the Credit Agreement dated April 13, 2016 by date hereof and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company Capital Stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Company Capital Stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergeri) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (bii) vote (or consent), or cause to be voted at voted) such meeting Stockholder’s Shares or grant consent, as applicable (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (ix) in favor of the Merger, the (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement Agreement, including without limitation any adjournment or postponement of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger, and (iiy) against (A1) any SXE Alternative Company Takeover Proposal, (B2) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets made in opposition to or other business combination between SXE and any other Person (other than in competition with the Merger), or which would result in a breach of the Merger Agreement, or (C3) any other action involving the Company or any Subsidiary of the Company that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect otherwise impairing the Merger or any ability of the transactions contemplated Company to consummate the Merger. Subject to the terms and conditions hereof, the Stockholder shall not enter into any agreement or understanding with any Person prior to the termination of this Agreement to vote in any manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of the Stockholder specified in this Section 1(a) shall not be affected by the Merger Agreement commencement, public proposal, public disclosure or this Agreement or any transaction that results in a breach in any material respect communication to the Company of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Company Takeover Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From the period commencing with date hereof until the execution and delivery earlier of this Agreement and continuing until the Termination Date (as defined herein)below) or the receipt of the Company Shareholder Approval, each Southcross Holdings Party Marubeni irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders shareholders of SXE the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by Marubeni as of the Voting Interests date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares that are owned by Marubeni as of the date of such meeting or consent (i) in favor of the Merger, Merger and the approval adoption of the Merger Agreement and any other matters necessary for consummation the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of the Merger and each of the other transactions contemplated in by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s stockholders is solicited, and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other than action that would be reasonably likely to result in any conditions to the Merger)consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other action change to the Company Memorandum of Association or Company Bye-Laws that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Statutory Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Each Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event subject to the terms of Default (as such term is defined in this Agreement, until the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Time, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of such Subject Shares (i) in favor of the Merger, the approval of unless the Merger Agreement and has been validly terminated in accordance with its terms, against any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets action or other business combination between SXE and any other Person (other than the Merger), (C) any other action agreement that could is intended or would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results (A) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article 7 or Exhibit B of the Merger Agreement not being satisfied in a timely manner; (ii) against any Takeover Proposal or any action in furtherance of a specific Takeover Proposal and (iii) unless the Merger Agreement has been validly terminated in accordance with its Subsidiaries under terms, against any other action, agreement or transaction involving the Company or any Company Subsidiary that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (Dx) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the transactions contemplated by the Merger Agreement); (y) a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter Documents, except if approved by AMIDamended and restated certificate of incorporation or amended and restated bylaws of the Company as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) in favor of the Mergeragainst any Company Takeover Proposal, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against any change in membership of the Company Board that is not recommended or approved by the Company Board and (Aiii) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than proposed action, agreement or transaction involving the Merger), (C) any other action Company that could would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the transactions contemplated by the Merger Agreement or this Agreement Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenant, representation the Company; or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change in the Company Charter or Company Bylaws. Subject to the SXE Charter Documentsproxy granted under Section 1.3 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From Beginning on the period commencing with the execution and delivery of this Agreement and continuing date hereof until the Termination Date (as defined hereinbelow), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any every meeting of the unitholders of SXE (whether annual Company’s stockholders, including any postponement, recess or special and whether adjournment thereof, or not an adjourned or postponed meeting)in any other circumstance, however called, the Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or in connection execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) all of the Owned Shares and any written consent additional shares of unitholders Common Stock or other voting securities of SXE the Company acquired by the Stockholder or its respective controlled Affiliates after the date hereof and prior to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Termination Date (the parties hereto acknowledge that in accordance collectively, and together with the SXE Partnership Agreement SXE Common Units owned by Owned Shares, the Southcross Holdings Parties will not be entitled to vote for approval and “Covered Shares”) as follows: (a) in favor of (i) the adoption of the Merger Agreement or and the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor approval of the Merger, including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being more favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (excluding, for avoidance of doubt, any Adverse Amendment), (ii) the approval of any proposal to adjourn or postpone any Company Stockholder Meeting to a later date if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement Agreement, and (iii) the approval of any other matters proposal considered and voted upon by the Company Stockholders at any Company Stockholder Meeting necessary for consummation of the Merger and the other transactions contemplated in by the Merger Agreement Agreement, and (iib) against (Ai) any SXE Alternative Proposalproposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets action or other business combination between SXE and any other Person (other than the Merger), (C) any other action agreement that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal, (iii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of its Subsidiaries under the transactions contemplated by the Merger AgreementAgreement (clauses (a) and (b) collectively, the “Supported Matters”). The Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (D) any change in the manner described in this Section 1.1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present capitalization or dividend policy threat for purposes of SXE or any amendment or establishing a quorum. For the avoidance of doubt, other change than with respect to the SXE Charter DocumentsSupported Matters, except if approved by AMIDthe Stockholder does not have any obligation to vote the Covered Shares in any particular manner and, and with respect to such other matters (E) any other change than the Supported Matters), the Stockholder shall be entitled to vote the Covered Shares in SXE’s corporate structure or businessits sole discretion.

Agreement to Vote. From the period commencing with the execution and delivery of (a) Unless this Agreement and continuing until shall have terminated pursuant to Section 4.2 (the date of such termination, the “Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerDate”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any every meeting of the unitholders holders of SXE Company Common Stock (whether annual or special and whether or not an adjourned or postponed meetingthe “Company Stockholders”), however called, and at every adjournment or postponement thereof, or in connection with any other circumstance in which the vote, consent or other approval of the Company Stockholders is sought, Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and vote (or consent to be voted by proxy or by executing and delivering a written consent consent) the Subject Shares (a) in favor of unitholders (i) adoption of SXE the Merger Agreement, (ii) approval of any proposal to adjourn or postpone the fullest extent meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held or (iii) any other matter considered at any such meeting of the Company Stockholders which the board of directors of the Company has (A) determined is necessary for the consummation of the Merger, (B) disclosed in the Proxy Statement or other written materials distributed to Company Stockholders and (C) recommended that the Voting Interests are entitled to vote thereon Company Stockholders adopt; and (b) against (i) any proposal, action or consent thereto agreement that would (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results result in a breach in any material respect of any covenant, representation or representation, warranty or any other obligation or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement, (C) result in any of the conditions set forth in Article VI of the Merger Agreement not being fulfilled or (D) except as expressly contemplated by the Merger Agreement, change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company, (ii) any Competing Proposal or proposal related to a Competing Proposal, (iii) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (iv) against any change in the present capitalization business, management or dividend policy Board of SXE Directors of the Company (other than in connection with the transactions described in clause (a)(i) above) (clauses (b)(i) – (iv), collectively, the “Covered Proposals”). Notwithstanding the foregoing, (1) this Section 1.1 shall not apply during any period in which this Agreement has not been terminated pursuant to Section 4.2 but in which the Company’s board of directors has withheld, withdrawn, modified, qualified or amended the Company Recommendation in response to a Superior Proposal or an Intervening Event in accordance with the Merger Agreement (provided that to the extent that the Company’s board of directors reinstates its recommendation of the Merger Agreement, this Section 1.1 shall apply), (2) nothing in this Agreement shall require Stockholder to vote or otherwise consent to any amendment or other change to the SXE Charter DocumentsMerger Agreement or the taking of any action that could result in the amendment, except if approved by AMIDmodification or a waiver of a provision therein, in any such case, in a manner that (I) imposes any material restrictions or additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to Company Stockholders or (II) extends the Outside Date, if, in each case, Stockholder has abstained from voting on or voted against such matter in Stockholder’s capacity as a director of the Company, and (E3) except as expressly set forth in this Section 1.1 with respect to Covered Proposals, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other change in SXE’s corporate structure or businessmatter presented to the Company Stockholders, including with respect to matters presented at any annual meeting of Company Stockholders.

Agreement to Vote. From (a) Each Stockholder agrees that at each meeting of the period commencing with stockholders of the execution and delivery of this Company prior to Closing, including each meeting called to approve the FSC Investment Advisory Agreement and continuing until pursuant to which Buyer will become the Termination Date “investment adviser” (as defined herein)contemplated by Section 15 of the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions, and each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event meeting of Default the stockholders of the Company after the Closing (as each such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLCmeeting, a Delaware limited liability company (“Holdings Borrower General PartnerStockholders Meeting”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (ai) when a meeting each such Stockholder Meeting is held, such Stockholder shall appear at such meeting or otherwise cause the Voting Interests Subject Stock beneficially owned by it to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (bii) such Stockholder shall vote (or consent), or cause to be voted at each such meeting Stockholder Meeting such Subject Stock in accordance with the written instruction of Buyer (or validly execute and return and cause such consent to be granted provided, that, with respect to)to any proposal to approve the FSFR Investment Advisory Agreement, all Voting Interests (i) Buyer’s written instructions in respect of the FSFR Investment Advisory Agreement shall be in favor of the Merger, the approval of such agreements and in respect of the Merger election of the directors required to satisfy the BDC Governance Conditions shall be in favor of such election), (iii) such Stockholder shall vote in favor of any proposal to adjourn or postpone such meeting to a later date for lack of quorum or if there are insufficient votes to approve the FSFR Investment Advisory Agreement and or any other matters necessary for consummation recommendations of the Merger and the other transactions contemplated in the Merger Agreement Buyer and (iiiv) such Stockholder shall vote against (A) any SXE Alternative Proposal, (B) any proposal for a Person other than Buyer to become the “investment adviser” (as contemplated by Section 15 of the Investment Company Act) of the Company and against the election of any recapitalizationdirectors that Buyer has notified such Stockholder in writing are not acceptable to Buyer. For the avoidance of doubt, reorganizationeach Stockholder shall retain at all times following the termination of this Agreement the right to vote any Subject Stock in such Stockholder’s sole discretion, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and without any other Person (other than the Merger)limitation, (C) on any other action matters that could reasonably be expected are at any time or from time to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessholders of Company Common Stock following the termination of this Agreement.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at the Company Stockholder Meeting or any other annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) in favor of the Merger, the approval for adoption of the Merger Agreement and for the approval of the transactions contemplated thereby, including the First Merger, (ii) for any proposal to adjourn or postpone the Company Stockholder Meeting or such other meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (iii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other matters necessary for consummation obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Annex A or in Article VII of the Merger and Agreement not being satisfied on or before the other transactions contemplated End Date; (iv) against any change in the Merger Agreement and Company Board of Directors, (iiv) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Company Takeover Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Company that is intended, (C) any other action that could or would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the Merger consummation of the Offer or the Mergers or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Mergers); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the transactions contemplated by the Merger Agreement Company; or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCompany Certificate or Company Bylaws; and (vi) in favor of any other matter necessary to consummate the Transactions. Subject to the proxy granted under Section 1.2 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.1 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until Agreement, the Termination Date (as defined herein), each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term until this Agreement is defined terminated in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallaccordance with Section 5.2, at the Company Stockholder Meeting or any other annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, the Stockholder shall, in each case to the fullest extent that the Voting Interests Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause all of the Voting Interests Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of the Subject Shares: (i) in favor of the Merger, the approval for adoption of the Merger Agreement and for the approval of the Transactions; (ii) for any proposal to adjourn or postpone the Company Stockholder Meeting or such other meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other matters necessary for consummation obligation or agreement of the Merger and the other transactions contemplated Company contained in the Merger Agreement and Agreement, or of the Stockholder contained in this Agreement; (iiiv) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets Company Takeover Proposal and or other business combination between SXE and any other Person (other than action, agreement or transaction involving the Merger)Company that is intended, (C) any other action that could or would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the Merger or any consummation of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results Transactions; and (v) in a breach in any material respect favor of any covenantother matter necessary to consummate the Transactions. Subject to the proxy granted under Section 1.2 below, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change Stockholder shall retain at all times the right to vote the Subject Shares in the present capitalization Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXECompany’s corporate structure or businessstockholders generally.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in from and after the Credit Agreement dated April 13, 2016 by date hereof and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company Common Stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Company Common Stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergerx) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (by) vote (or consent), or cause to be voted at voted) such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Stockholder’s Shares (i) in favor of the Merger, the (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement and (ii) against the following actions: (A) any SXE Alternative Company Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action involving the Company or any Company Subsidiary that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect impairing (I) the ability of the Company to consummate the Merger or (II) any of the transactions other transaction contemplated by the Merger Agreement or (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the termination of this Agreement or any transaction that results in a breach to vote in any material respect manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Company Acquisition Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party Stockholder irrevocably and unconditionally agrees that, so long as no Event that from and after the date hereof and until the earliest to occur of Default (as i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (such term is defined in earlier occurrence being the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”"Expiration Time"), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of the Seller Stockholders, however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto each Stockholder will (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergerx) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests its Owned Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any quorum and (by) vote (or consent)vote, or cause instruct to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all Voting Interests of such Stockholder's Owned Shares (iA) in favor of the Merger, the approval adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (B) in favor of the approval of any other matters necessary for matter that is required by applicable Law or a Governmental Authority to be approved by the Seller Stockholders to consummate the transactions contemplated by the Merger Agreement, including the Merger, (C) against any Acquisition Proposal other than the Merger or the Merger Agreement, and without regard to the terms of such Acquisition Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof or the consummation thereof, (E) against any action or agreement that may reasonably be expected to result in any condition to the consummation of the Merger and the other transactions contemplated set forth in Article VII of the Merger Agreement not being fulfilled, and (iiF) against any agreement, amendment of any agreement (Aincluding the Seller Charter or the Amended and Restated Bylaws of the Seller) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could may reasonably be expected to impede, interfere with, delay, postpone or adversely affect attempt to discourage the Merger or any consummation of the transactions contemplated by the Merger Agreement Agreement, including the Merger, or this Agreement or any transaction that results may reasonably be expected to result in a breach in any material respect of any covenantof the covenants, representation or warranty representations, warranties or other obligation obligations or agreement agreements of SXE Seller, Buyer or any of its Subsidiaries Merger Sub under the Merger Agreement, (D) any change in which may reasonably be expected to materially and adversely affect Seller, Buyer or Merger Sub or their respective abilities to consummate the present capitalization or dividend policy of SXE or any amendment or other change to transactions contemplated by the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessMerger Agreement within the time periods contemplated thereby.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party such Stockholder irrevocably and unconditionally agrees that, so long as no Event that from and after the date hereof and until the earliest to occur of Default (as i) the Effective Time; and (ii) the termination of this Agreement (such term is defined in earliest occurrence being the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerExpiration Time”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of the Company’s stockholders, however called, or in connection with any other circumstances (including any action sought by written consent of unitholders of SXE (provided that nothing contained herein shall require the Company or the Stockholders to the fullest extent that the Voting Interests are entitled seek a written consent)) upon which a vote or other consent or approval is sought relating to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption any of the Merger Agreement or the Mergermatters set forth in clause (z) below (a) when a meeting is held, appear at any such meeting or other circumstance, a “Stockholder’s Meeting”), such Stockholder will (y) appear, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole and absolute discretion, at such a meeting, or at such Stockholder’s option otherwise cause the Voting Interests its Owned Shares to be counted as present thereat there at, for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company for written consent, if any any, and (bz) vote (or consent)vote, or cause to be voted at (including by written consent, if applicable) all of the Shares Beneficially Owned by such meeting Stockholder and over which such Stockholder has voting control as of the relevant time (or validly execute and return and cause such consent to be granted with respect to)collectively, all Voting Interests the “Owned Shares”) (iA) in favor of the Merger, adoption of the Merger Agreement (whether or not recommended by the Company Board or any committee thereof) and the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in thereby, including the Merger Agreement and (ii) against (A) any SXE Alternative ProposalMerger, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale in favor of assets or other business combination between SXE and the approval of any other Person (other than matter to be approved by the Merger), (C) any other action that could reasonably be expected stockholders of the Company to impede, interfere with, delay, postpone or adversely affect the Merger or any of facilitate the transactions contemplated by the Merger Agreement or this Agreement Agreement, including the Merger but excluding the Asset Sales, (C) against any Takeover Proposal or any transaction that results in a breach in any material respect of any covenantcontemplated by such Takeover Proposal, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, and (D) against any change action or agreement that would reasonably be expected to result in the present capitalization or dividend policy of SXE or any amendment or other change condition to the SXE Charter Documents, except if approved by AMID, and (E) any other change consummation of the Merger set forth in SXE’s corporate structure or businessArticle VI of the Merger Agreement not being fulfilled.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Each Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event subject to the terms of Default (as such term is defined in this Agreement, until the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of such Subject Shares (i) unless the Merger Agreement has been validly terminated in favor accordance with its terms, against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Merger, Company contained in the approval Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article VII of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated not being satisfied in the Merger Agreement and a timely manner; (ii) against (A) any SXE Alternative Proposal or any action in furtherance of a specific Alternative Proposal, (Biii) any proposal for any recapitalizationunless the Merger Agreement has been validly terminated in accordance with its terms, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than action, agreement or transaction involving the Merger), (C) Company or any other action Company Subsidiary that could is intended or would reasonably be expected to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or this Agreement other business combination involving the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or any transaction that results in a breach in any material respect reorganization, recapitalization or liquidation of any covenant, representation the Company; or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCompany Articles or Company By-Laws as in effect on the date hereof and (iv) unless the Merger Agreement has been validly terminated in accordance with its terms, except if approved by AMIDin favor of any matter necessary for the consummation of the Transactions, and in connection therewith to execute any documents reasonably requested by Parent that are necessary and appropriate in order to effectuate the Transactions. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (Ewith respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at At any meeting of the unitholders stockholders of SXE Parent held prior to the earlier of (whether annual a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Parent Acquisition Proposal is pending until the close of business on the third business day after the Stockholder gives the Company notice of the consummation, withdrawal or special and whether or not an adjourned or postponed meetingtermination of the Parent Acquisition Proposal if at such time no other Parent Acquisition Proposal is pending (such earlier time being herein referred to as the "Voting Termination Date"), however called, and at every adjournment or postponement thereof prior to the Voting Termination Date, or in connection with any written consent of unitholders the stockholders of SXE Parent given prior to the fullest extent Voting Termination Date, such Stockholder shall vote or cause to be voted such Stockholder's Shares (together with (a) any additional shares of capital stock of Parent or any securities or other property that the Voting Interests are Stockholder is or becomes entitled to vote thereon receive from Parent by reason of being a record holder of such number of Shares, (b) any capital stock, securities or consent thereto other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to the Articles of Incorporation of Parent, merger, consolidation, reorganization, capital change or otherwise, (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE c) any additional Parent Common Units owned Stock acquired by the Southcross Holdings Parties will not be entitled Stockholder as the result of the Stockholder's exercising an option, warrant or other right to vote for acquire shares of capital stock from Parent issued with respect to such number of Shares (all of the foregoing hereinafter collectively referred to as such Stockholder's "Additional Shares")) in favor of the approval of the Merger and each of the other transactions contemplated by the Merger Agreement and in favor of the approval and adoption of the Merger Agreement and any actions required in furtherance hereof and thereof. Such Stockholder shall not enter into any agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause understanding with any person prior to the Voting Interests Termination Date, directly or indirectly, to be counted as present thereat for the purpose of establishing a quorumvote, and when a written consent is proposed, respond to each request by SXE for written consent, if grant any and (b) vote (proxy or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted give instructions with respect to), all Voting Interests to the voting of such Stockholder's Shares (iand any Additional Shares) in favor of any manner inconsistent with the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businesspreceding sentence.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party a) Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event during the term of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallthis Agreement, at the Stockholders’ Meeting and at any other meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of unitholders the stockholders of SXE the Company (the date of the taking of any such action being an applicable “Determination Date”), Stockholder shall, in each case, to the fullest extent that the Voting Interests Covered Company Shares are entitled to vote thereon or consent thereto (thereto, or in any other circumstance in which the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for vote, consent or other approval and adoption of the Merger Agreement or stockholders of the MergerCompany is sought: (i) (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests Stockholder’s Covered Company Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (bii) vote (or consentcause to be voted), in person or by proxy, or if applicable deliver (or cause to be voted at such meeting (or validly execute and return and cause such delivered) a written consent to be granted with respect to)covering, all Voting Interests of Stockholder’s Covered Company Shares (iA) in favor of the approval and adoption of the Merger, the Merger Agreement and any other action in furtherance of the consummation of the Merger and the related transactions; (B) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in thereby, including the Merger Agreement and Merger; (iiC) against any Acquisition Proposal (A) including any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Superior Proposal and any other Person (other than the Merger), ; and (CD) against any other agreement, transaction, action or omission that could is intended to, or would reasonably be expected to to, impede, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Merger Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any the performance by the Company of its Subsidiaries obligations under the Merger Agreement or by Stockholder of its obligations under this Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party a) The Sponsor hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallagrees, at any meeting of the unitholders shareholders of SXE (whether annual or special Broadstone duly called and convened in accordance with the Organisational Documents of Broadstone, whether or not an adjourned or postponed meeting), and however called, including at the Special Shareholder Meeting or otherwise, and in connection with any action by written consent of unitholders the shareholders of SXE Broadstone, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action by written consent with respect to, as applicable, all of the Sponsor’s Purchaser Class B Shares and Purchaser Class A Shares (if any) (the “Sponsor Purchaser Ordinary Shares”), in each case, held of record or beneficially by Sponsor as of the date of this Agreement, or to which the Sponsor acquires record or beneficial ownership after the date hereof and prior to the fullest Share Acquisition Closing (the “Closing”) (including by reason of the Merger) (collectively, the “Subject Equity Securities”) in favor of each of the Shareholder Approval Matters, in each case, to the extent that the Voting Interests such Subject Equity Securities are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (aii) when a such meeting is held, appear at such meeting or otherwise cause the Voting Interests applicable Subject Equity Securities to be counted as present thereat for the purpose of establishing a quorum, (iii) to the fullest extent permitted under applicable Law, waive any dissenters, appraisal or other similar rights, whether such rights are afforded by law or contract, in respect of the transactions contemplated by the Business Combination Agreement and when a written consent is proposedthe Ancillary Documents, respond including the Merger, (iv) to each request by SXE for written consent, if any and (b) vote (or consent)against, or cause to be voted at such meeting (against, or validly execute and return and withhold consent, or cause such consent to be granted withheld, with respect to), all Voting Interests any other matter, action or proposal that would reasonably be expected to result in (ix) a breach of any of Broadstone, Pubco or Merger Sub’s (each a “Broadstone Party”) covenants, agreements or obligations under the Business Combination Agreement or any of the Ancillary Documents or (y) any of the conditions to the consummate of the Transactions set forth in favor Articles 10.1 (Condition to Each Party’s Obligations) or 10.3 (Conditions to Obligations of Purchaser, Pubco and Merger Sub) of the Business Combination Agreement not being satisfied; and (v) not to redeem, elect to redeem or tender or submit any of its Subject Equity Securities for redemption in connection with the Shareholder Approval Matters, the Merger, the approval Share Acquisition or any other transactions contemplated by the Business Combination Agreement. Without limiting the generality of the Merger Agreement foregoing, prior to any valid termination of the Business Combination Agreement, to the extent within its power to do so in its capacity as holder of Sponsor Purchaser Ordinary Shares, the Sponsor shall take, or cause to be taken, all actions and any other matters to do, or cause to be done, all things reasonably necessary for consummation of under applicable Laws to consummate the Merger and the other transactions contemplated in by the Merger Business Combination Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale on the terms and subject to the conditions set forth therein. The obligations of assets the Sponsor specified in this Section 1 shall apply whether or other business combination between SXE and any other Person (other than not the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement any action described above is recommended by Broadstone’s or any transaction that results in a breach in any material respect the Sponsor’s board of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessdirectors.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party irrevocably and unconditionally agrees thatthat from and after the date hereof and until the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; (iii) the written agreement of the Parent Parties, so long the Xxxxxx Parties (with respect to Partnership GP, acting through the Partnership Conflicts Committee) and the Holdings Parties (with respect to Holdings GP, acting through the Holdings Conflicts Committee) to terminate this Agreement; and (iv) the termination of the merger agreement, dated as no Event of Default June 1, 2009, by and among Parent, HPGP MergerCo, LLC, Holdings GP and Holdings (the “HPGP Merger Agreement”), in accordance with its terms, (such earliest occurrence being the “Expiration Time”); provided, however, that if the HPGP Merger Agreement and the Merger (as such term is defined in the Credit Agreement dated April 13, 2016 by HPGP Merger Agreement) shall have been submitted to a vote of Holdings’ Unitholders and among Holdings Borrower, Southcross Holdings Borrower GP LLC, the outcome of such vote shall not have constituted a Delaware limited liability company Unitholder Approval (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”as defined in the HPGP Merger Agreement), the Subsidiary Guarantors, termination of the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallHPGP Merger Agreement shall not result in the occurrence of the Expiration Time, at any meeting of the unitholders of SXE (whether annual or special and whether or not an including each adjourned or postponed meeting)) of the Partnership’s Unitholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto approval is sought (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross any such meeting or other circumstance, a “Unitholders’ Meeting”), Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger(A) (a) when a meeting is held, appear at such meeting Unitholders’ Meeting or otherwise cause the Voting Interests Units Beneficially Owned by Holdings as of the relevant time (“Owned Units”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Xxxxxx Parties for written consent, if any and any, and, (bB) vote (or consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all Voting Interests of its Owned Units (i1) in favor of the Merger, the adoption and approval of the Merger Agreement (whether or not recommended by Partnership GP’s Board of Directors or any committee thereof) and the transactions contemplated thereby, including the Merger, (2) in favor of the approval of any other matters necessary for consummation matter to be approved by the Unitholders of the Merger and Partnership (including, without limitation, an adjournment of the other transactions contemplated in the Merger Agreement and (iiUnitholders’ Meeting) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of facilitate the transactions contemplated by the Merger Agreement or this Agreement Agreement, including the Merger, (3) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (4) against any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Merger, including the adoption thereof or the consummation thereof, (5) against any extraordinary dividend, distribution or recapitalization by the Partnership or change in the capital structure of the Partnership (other than pursuant to or as explicitly permitted by the Merger Agreement), and (6) against any action or agreement that results would reasonably be expected to (a) result in a breach in any material respect of any covenantrepresentation, representation or warranty or other obligation or agreement covenant of SXE or any of its Subsidiaries the Xxxxxx Parties under the Merger Agreement or (b) interfere with, delay or attempt to discourage the Merger or the transactions contemplated by the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement Agreement, and continuing until so long as the Termination Date (as defined herein)Unitholders remain entitled to receive not less than the Specified Consideration, each Southcross Holdings Party Unitholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as until the Termination Date with respect to such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallUnitholder, at any annual or special meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Partnership, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the unitholders of SXE the Partnership, such Unitholder shall, in each case to the fullest extent that the Voting Interests such Unitholder’s Subject Units are entitled to vote thereon thereon, and unless otherwise directed in writing by Parent: (a) appear at each such meeting or otherwise cause all such Subject Units to be counted as present thereat for purposes of determining a quorum; and (b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent thereto with respect to, all of its Subject Units (i) in favor of the parties hereto acknowledge that in accordance with (A) approval of the SXE Partnership Agreement SXE Common Units owned Merger Agreement, the Merger and the other transactions contemplated by the Southcross Holdings Parties will Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not be entitled to vote sufficient votes for approval and adoption of the Merger Agreement or on the Merger) (a) when a meeting date on which the Partnership Unitholders Meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement ; and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Partnership that is intended, (C) any other action that could or would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone postpone, discourage or adversely affect otherwise impair the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; and (iii) against any other action or this Agreement or any transaction agreement that results would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, (D) and without any change other limitation, on any matters other than those set forth in the present capitalization this Section 1.1 that are at any time or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXEPartnership’s corporate structure or businessunitholders generally.

Agreement to Vote. From Each Stockholder hereby agrees that from and after the period commencing with date hereof until the execution and delivery termination of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallAgreement, at any duly called meeting of the unitholders stockholders of SXE (whether annual or special Icoria, and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of unitholders the stockholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when Icoria, such Stockholder shall, if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting Interests Subject Common Shares over which such Stockholder has sole voting power (and use his or its best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written such Stockholder shall vote or consent is proposed, respond to each request by SXE for written consent, if any the Subject Common Shares over which such Stockholder has sole voting power (and (b) vote (or consent), or cause to be voted at or consented the Subject Common Shares over which such meeting (or validly execute and return and cause such consent to be granted with respect toStockholder has joint voting power), all Voting Interests in person or by proxy, (ia) in favor of approving the MergerMerger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, the Merger and each of the other transactions and other matters specifically contemplated by the Merger Agreement, (c) against any action or agreement submitted for approval of the Merger Agreement and any other matters necessary for consummation stockholders of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action Icoria that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries Icoria under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Icoria that would reasonably be expected to result in any of the conditions to Icoria’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall prevent such Stockholder from taking any action or omitting to take any action solely as a member of the Board of Directors of Icoria (or any committee thereof) or, at the direction of the Board of Directors of Icoria (or any committee thereof), as an officer or employee of Icoria. Any vote by such Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with clauses (a), (Db), (c) any change in the present capitalization or dividend policy (d) of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessthis Section 1.1.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally Each Stockholder hereby agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon person or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval proxy) and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting voted) all of its Owned Shares (or validly execute and return and cause such consent to be granted a)(x) with respect toto the election of Class II directors up for election at the Company’s 2021 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “2021 Annual Meeting”) for (i) one (1) Class II director specified by E&H and (ii) the remaining two (2) Class II directors specified by Dong-A and (y) with respect to the election of directors at the Company’s 2022 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “2022 Annual Meeting”), all Voting Interests for such number of directors specified by Dong-A as would, together with any of such two (i2) Class II directors specified by Dong-A that remain on the board of directors following the 2022 Annual Meeting, represent a majority of the members of the Company’s board of directors, (b) in favor of any proposal submitted to the Mergershareholders of the Company in connection with a transaction that has been approved by the Company’s board of directors providing for the contribution by Dong-A to the Company of one or more of the DA Products (as defined below) and (c) in favor of any proposal submitted to the shareholders of the Company concerning the declassification of the Company’s board of directors, and each Stockholder shall present (in person or by proxy) and vote (or cause to be voted) all of its Owned Shares accordingly; provided that E&H shall not be required to perform its obligations with respect to the 2022 Annual Meeting under sub-clause (a)(y) unless Dong-A submits to the Company in good faith a binding offer to contribute all DA Products to the Company by the record date for the 2022 Annual Meeting. In addition, to the extent that any such actions are taken by the written consent of stockholders or there is any other opportunity to vote for or designate members of the Company’s board of directors, the approval of Stockholder shall provide consent or withhold consent, as the Merger Agreement and any other matters necessary for consummation of case may be, or otherwise act in a manner consistent with this Section 1.1. Notwithstanding the Merger and the other transactions contemplated foregoing, in the Merger event that Dong-A terminates this Agreement and (iipursuant to Section 5.1(ii) against hereof prior to the 2022 Annual Meeting, Dong-A agrees that, following the date of such termination Dong-A shall (A) be present (in person or by proxy) and vote (or cause to be voted) all of its Owned Shares for the directors specified by E&H in connection with the election of directors at the 2022 Annual Meeting or any SXE Alternative Proposal, other meetings of stockholders of the Company at which directors are elected (for the avoidance of doubt without any right to specify any directors or nominees to the board of directors) until the Company’s 2023 Annual Meeting of Stockholders (including any adjournment or postponement thereof); (B) any proposal for any recapitalizationupon E&H’s request, reorganization, liquidation, dissolution, amalgamation, merger, sale be present (in person or by proxy) and vote (or cause to be voted) to remove all directors specified by Dong-A from office and request the resignation of assets or other business combination between SXE such directors on timing specified by E&H; and any other Person (other than the Merger), (C) any other action that could reasonably be expected request all directors specified by Dong-A who are in office to impedecooperate in good faith with E&H in connection with the management of the Company until such directors are removed or resign, interfere all of the foregoing only to the extent consistent with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results and not in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreementviolation of, (Dx) such director’s fiduciary duties to the Company and its stockholders and (y) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and applicable (Eincluding civil) any other change in SXE’s corporate structure or businesslaw.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Unitholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as until the Termination Date with respect to such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallUnitholder, at any annual or special meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Partnership, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the unitholders of SXE the Partnership, such Unitholder shall, in each case to the fullest extent that the Voting Interests such Unitholder’s Subject Units are entitled to vote thereon thereon, and unless otherwise directed in writing by Parent: (a) appear at each such meeting or otherwise cause all such Subject Units to be counted as present thereat for purposes of determining a quorum; and (b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent thereto with respect to, all of its Subject Units (i) in favor of the parties hereto acknowledge that in accordance with (A) approval of the SXE Partnership Agreement SXE Common Units owned Merger Agreement, the Merger and the other transactions contemplated by the Southcross Holdings Parties will Merger Agreement, and, (B) without limitation of the preceding clause (A), approval of any proposal to adjourn or postpone the Partnership Unitholders Meeting to a later date if there are not be entitled to vote sufficient votes for approval and adoption of the Merger Agreement or on the Merger) (a) when a meeting date on which the Partnership Unitholders Meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement ; and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Partnership that is intended, (C) any other action that could or would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone postpone, discourage or adversely affect otherwise impair the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement Agreement; and (iii) against any other action or this Agreement or any transaction agreement that results would result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Partnership in the Merger Agreement. Each Unitholder shall retain at all times the right to vote the Subject Units in such Unitholder’s sole discretion, (D) and without any change other limitation, on any matters other than those set forth in the present capitalization this Section 1.1 that are at any time or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXEPartnership’s corporate structure or businessunitholders generally.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Purchasing Group Party irrevocably and unconditionally agrees thatthat from and after the date hereof and until the earliest to occur of (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; and (iii) the written agreement of the parties (with respect to the Partnership Parties, so long as no Event of Default acting through the Special Committee) to terminate this Agreement (as such term is defined in earliest occurrence being the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerExpiration Time”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an including each adjourned or postponed meeting)) of the Unitholders of the Partnership, however called, upon which a vote or in connection with other consent or approval is sought (any written consent of unitholders of SXE such meeting or other circumstance, a “Unitholders’ Meeting”), such Purchasing Group Party will, to the fullest extent that permitted under the Voting Interests are entitled to vote thereon or consent thereto terms of such Purchasing Group Party’s Units, (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the MergerA) (a) when a meeting is held, appear at such meeting Unitholders’ Meeting or otherwise cause the Voting Interests its Owned Units to be counted as present thereat for the purpose purposes of establishing calculating a quorum, and when a written consent is proposedand, respond to each request by SXE for written consent, if any and (bB) vote (or consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all Voting Interests of its Owned Units (iI) in favor of the Merger, the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matters necessary for consummation matter to be approved by the Unitholders of the Merger and Partnership (including, without limitation, the other transactions contemplated in the Merger Agreement and (iiadjournment of a Unitholders’ Meeting) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of facilitate the transactions contemplated by the Merger Agreement Agreement, including the Merger, (III) against any extraordinary dividend, distribution or this Agreement recapitalization by the Partnership or change in the capital structure of the Partnership (other than pursuant to or as explicitly permitted by the Merger Agreement), and (IV) against any transaction action or agreement that results would reasonably be expected to (1) result in a breach in any material respect of any covenantrepresentation, representation or warranty or other obligation covenant of the Partnership Parties under the Merger Agreement or agreement (2) impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of SXE or any of its Subsidiaries under the Merger, the transactions contemplated by the Merger Agreement, (D) any change in or the present capitalization performance by such Purchasing Group Party of his, her or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessits obligations under this Agreement.

Agreement to Vote. From Each Stockholder hereby agrees that from and after the period commencing with date hereof until the execution and delivery termination of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallAgreement, at any duly called meeting of the unitholders stockholders of SXE (whether annual or special Clinical Data, and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of unitholders the stockholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when Clinical Data, such Stockholder shall, if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting Interests Subject Common Shares over which such Stockholder has sole voting power (and use their best efforts to cause the Subject Common Shares over which such Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written such Stockholder shall vote or consent is proposed, respond to each request by SXE for written consent, if any the Subject Common Shares over which such Stockholder has sole voting power (and (b) vote (or consent), or cause to be voted at or consented the Subject Common Shares over which such meeting (or validly execute and return and cause such consent to be granted with respect toStockholder has joint voting power), all Voting Interests in person or by proxy, (ia) in favor of approving the Merger, the approval issuance of the Merger Agreement and any other matters necessary for consummation shares of Clinical Data’s Common Stock pursuant to the Merger and each of the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions matters specifically contemplated by the Merger Agreement Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data’s Common Stock pursuant to the Merger, (c) against any action or this Agreement or any transaction agreement submitted for approval of the stockholders of Clinical Data that results would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries Clinical Data under the Merger Agreement or of such Stockholder under this Agreement and (d) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in any of the conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. Any vote by such Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with clauses (a), (Db), (c) any change in the present capitalization or dividend policy (d) of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessthis Section 1.1.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at At any meeting of the unitholders stockholders of SXE the Company held prior to the earlier of (whether annual a) the Effective Time of the Merger and (b) the close of business on the date 45 days after the termination of the Merger Agreement, provided such date shall be extended (but in no event beyond May 15, 2001) if a Company Acquisition Proposal is pending until the close of business on the third business day after any Stockholder gives Parent notice of the consummation, withdrawal or special and whether or not an adjourned or postponed meetingtermination of the Company Acquisition Proposal if at such time no other Company Acquisition Proposal is pending (such earlier time being herein referred to as the "Voting Termination Date"), however called, and at every adjournment or postponement thereof prior to the Voting Termination Date, or in connection with any written consent of unitholders the stockholders of SXE the Company given prior to the fullest extent Voting Termination Date, such Stockholder shall vote or cause to be voted such Stockholder's Shares (together with (a) any additional shares of capital stock of the Company or any securities or other property that the Voting Interests are Stockholder is or becomes entitled to vote thereon receive from the Company by reason of being a record holder of such number of Shares, (b) any capital stock, securities or consent thereto other property into which any such number of Shares shall have been or shall be converted or changed, whether by amendment to the Certificate of Incorporation of the Company, merger, consolidation, reorganization, capital change or otherwise, (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE c) any additional Company Common Units owned Stock acquired by the Southcross Holdings Parties will not be entitled Stockholder as the result of the Stockholder's exercising an option, warrant or other right to vote for acquire shares of capital stock from the Company issued with respect to such number of Shares (all of the foregoing hereinafter collectively referred to as such Stockholder's "Additional Shares")) in favor of the approval of the Merger and each of the other transactions contemplated by the Merger Agreement and in favor of the approval and adoption of the Merger Agreement and any actions required in furtherance hereof and thereof. Such Stockholder shall not enter into any agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause understanding with any person prior to the Voting Interests Termination Date, directly or indirectly, to be counted as present thereat for the purpose of establishing a quorumvote, and when a written consent is proposed, respond to each request by SXE for written consent, if grant any and (b) vote (proxy or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted give instructions with respect to), all Voting Interests to the voting of such Stockholder's Shares (iand any Additional Shares) in favor of any manner inconsistent with the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businesspreceding sentence.

Agreement to Vote. From (a) The Stockholder hereby agrees, from and after the period commencing with date hereof and until the execution and delivery of date on which this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallterminated pursuant to Section 4.01, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, at any adjournment or postponement thereof, and in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement Company, in each case called or provided with respect to any of the Mergermatters described in the following clause (ii), (i) (a) when a meeting is held, to appear at each such meeting or otherwise cause the Voting Interests Shares that the Stockholder is entitled to vote to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (bii) to vote (or consent)deliver a duly executed written consent in lieu thereof) all of the Shares that the Stockholder is entitled to vote (or deliver a duly executed written consent with respect thereto) at the time of any vote or written consent (A) to adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for the consideration and vote of the stockholders of the Company, (B) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or cause any other transaction, proposal, agreement or action made in opposition to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval adoption of the Merger Agreement and any other matters necessary for consummation of or in competition or inconsistent with the Merger and the other transactions contemplated in by the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger)Agreement, (C) against any action that would reasonably be expected to result in (x) a breach of or failure to perform any representation, warranty, covenant or agreement of the Company under the Merger Agreement or (y) any of the conditions set forth in Article 7 of the Merger Agreement not being satisfied, (D) except as expressly contemplated by the Merger Agreement or approved in writing by Parent, against any action that would change in any manner the capitalization of the Company, including the voting rights of any stockholders of the Company, and (E) against any other action that is intended or could reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone with or adversely affect the Merger or any of delay the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From Xxxxxx xx the period commencing with the execution and delivery extent otherwise agreed from time to time by each of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when the holders of a meeting is held, appear at such meeting or otherwise cause majority of the Voting Interests to be counted as present thereat for Shares held by the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any Greenstein Stockholders and (b) vote the holders of a majority of the Shxxxx xxxx by the Steiner Family Stockholders, each Stockholder covenants and agrees xx xxxe (in person or consentby proxy), or cause at all meetings of the stockholders of the Company however called and with regard to actions proposed to be voted taken by written consent of the stockholders of the Company at such meeting (or validly execute and return and cause such consent any time during the term of this Agreement with regard to be granted with respect to)the election of directors, all Voting Interests (i) of the Shares in favor of the Mergerelection as directors of the Company of such designees as may be selected of the Steiner Family Stockholders. Should any designee of the Steiner Fxxxxx Xtockholders resign, determine not to seek re-electixx xx xhe Board, be removed from office, die, become incapacitated or otherwise cease to serve on the Board, and should such designee not be replaced by the Board with a designee recommended to the Board by the Steiner Family Stockholders, or should such designee's term of ofxxxx xxpire, the approval Stockholders agree to take all such action as may be permitted under the Company's Certificate of Incorporation or By-laws and laws of its state of incorporation to promptly call a special or other meeting of stockholders of the Merger Agreement Company and any other matters necessary for consummation vote, or execute a written consent, to elect as the successor to such former director a person designated by the holders of a majority of the Merger Shares held by the Steiner Family Stockholders. The ability of the Steiner Faxxxx Xxockholders to designate one or more directors is a xxxxx and not an obligation and such right may be exercised at any time during the other transactions contemplated in term of this Agreement. For avoidance of doubt, it is agreed and understood that any shares of Common Stock of the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person Company (other than the Merger), Shares) which a party hereto owns in street name (Cor may in the future acquire of record or in street name) any other action that could reasonably be expected shall not (unless agreed to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated in writing by the Merger Agreement or party to be charged) be subject to this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally The Stockholder hereby agrees that, so long as no Event provided that Clinical Data is in compliance with Section 2.1 of Default (as such term is defined in this Agreement, from and after the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), date hereof until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalltermination of this Agreement, at any duly called meeting of the unitholders stockholders of SXE (whether annual or special the Company, and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or Company, the Merger) (a) when Stockholder shall, if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting Interests Subject Preferred Shares over which the Stockholder has sole voting power (and use its best efforts to cause the Subject Preferred Shares over which the Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written such Stockholder shall vote or consent is proposed, respond to each request by SXE for written consent, if any the Subject Preferred Shares over which the Stockholder has sole voting power (and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect toconsented the Subject Preferred Shares over which the Stockholder has joint voting power), all Voting Interests in person or by proxy, (ia) in favor of the Merger, the approval of approving the Merger Agreement and any other matters necessary for consummation of Agreement, the Merger and each of the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions matters specifically contemplated by the Merger Agreement Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the Merger Agreement, (c) against any action or this Agreement or any transaction agreement submitted for approval of the stockholders of the Company that results would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement or of the Stockholder under this Agreement and (d) except as otherwise agreed in writing by Clinical Data, against any action, agreement, transaction or proposal submitted for approval of the stockholders of the Company that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. Any vote by the Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with clauses (a), (Db), (c) any change in the present capitalization or dividend policy (d) of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessthis Section 1.1.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined herein), each Southcross Holdings Party Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders Shareholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company (ax) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any any, and (by) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares (to the extent such Covered Shares may be voted) (i) in favor of the Merger, the approval of the Merger Agreement and the terms thereof and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or not recommended by the Company Board), and (ii) against (A) any SXE Alternative Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE the Company and any other Person (other than the Merger), (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article 6 of the Merger Agreement not being fulfilled, (D) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (DE) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCompany’s certificate of incorporation or bylaws, except if approved by AMIDParent (collectively, and (E) the “Covered Proposals”). Notwithstanding the foregoing, nothing in this Agreement shall require any Shareholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration. Except as expressly set forth in this Section 1 with respect to Covered Proposals, Shareholders shall not be restricted from voting in favor of, against or abstaining with respect to any other change in SXE’s corporate structure or businessmatter presented to the shareholders of the Company.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Each Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event subject to the terms of Default (as such term is defined in this Agreement, until the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of such Subject Shares unless the Merger Agreement has been validly terminated in accordance with its terms, (i) against any action or agreement that is intended or would reasonably be expected to (A) result in favor a breach of any covenant, representation or warranty or any other obligation or agreement of the Merger, Company contained in the approval Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated not being satisfied in the Merger Agreement and a timely manner; (ii) against any Alternative Transaction Proposal or any action in furtherance of any Alternative Transaction Proposal; (Aiii) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and against any other Person (other than action, agreement or transaction involving the Merger), (C) Company or any other action Subsidiary of the Company that could is intended or would reasonably be expected to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or Subsidiary of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Charter or Company Bylaws as in effect on the date hereof; and (iv) in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, (B) the approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby on the date on which such meeting is held and (C) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of the Stockholders of the Company. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Agreement Section 1.2 that are at any time or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXECompany’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Each Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event from the date hereof until the earlier of Default (as such term is defined a) the time that the Company Stockholder Approval has been obtained and (b) termination of this Agreement in accordance with Section 5.1 (the Credit “Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerTerm”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that Company at which the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or and the Merger) (a) when a meeting transactions contemplated thereby is held, appear at such meeting or otherwise cause the Voting Interests to be counted as voted upon, however called, or any adjournment or postponement thereof, such Stockholder shall be present thereat for the purpose of establishing a quorum, (in person or by proxy) and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted voted), to the extent entitled to vote thereon, all of its Owned Shares at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests time: (i) in favor of the Merger, the (A) approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger and (B) the approval of any other matters necessary proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for consummation adoption of the Merger and the other transactions contemplated in the Merger Agreement Agreement; and (ii) against (AV) any SXE Alternative Proposal, (BW) any proposal for extraordinary dividend or distribution by the Company, (X) any recapitalizationmaterial change in the capital structure of the Company or any Subsidiary of the Company, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets (Y) any merger agreement or other business combination between SXE and any other Person merger (other than the MergerMerger Agreement), consolidation, combination, material business transaction, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of the Company, or any other action or transaction involving the Company, and (Z) any amendment of the Company’s organizational documents that, in the case of (W), (CX), (Y) any other action that could or (Z), would or would reasonably be expected to impedematerially impair the ability of Parent or Merger Sub to complete the Merger, interfere withor that would or would reasonably be expected to prevent, delaymaterially impede or materially delay the consummation of the Merger. Anything herein to the contrary notwithstanding, postpone this Section 1.1 shall not require any Stockholder to be present (in person or adversely affect the Merger by proxy) or vote (or cause to be voted) any of the transactions contemplated by its Owned Shares to amend the Merger Agreement or this Agreement or take any transaction action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a breach in manner that (i) decreases the amount or changes the form of the Merger Consideration or (ii) imposes any material respect restrictions on or additional conditions on the payment of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessstockholders.

Agreement to Vote. From Subject to the period commencing with terms of this Agreement, each Shareholder hereby agrees that, from and after the execution date hereof and delivery until the valid termination of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallaccordance with its terms, at any annual or special meeting of the unitholders shareholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the shareholders of SXE the Company, such Shareholder shall, in each case to the fullest extent that the Voting Interests such Shareholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) in favor of (x) the Merger, the approval adoption of the Merger Purchase Agreement and, without limitation, any amended and restated Purchase Agreement or amendment to the Purchase Agreement (other than amendments that automatically terminate this Agreement under Section 5.2(c)), and approving any other matters necessary for the consummation of the Merger Transactions, and (y) any proposal to adjourn or postpone any such meeting of the other transactions contemplated in Shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement and Purchase Agreement, (ii) against (A) any SXE Alternative Acquisition Proposal, (Biii) against any proposal for any recapitalizationchange in membership of the Company Board that is not recommended or approved by the Company Board, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and (iv) against any other Person (other than proposed action, agreement or transaction involving the Merger), (C) any other action Company that could would reasonably be expected to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the Merger consummation of the Offer, the Transactions, the Compulsory Redemption or the other transactions contemplated hereby, including (in each case, other than the Transaction) (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization or liquidation of the transactions contemplated by the Merger Agreement or this Agreement Company or any transaction that results in a breach in dividends on, or redemptions of, the Company’s equity interests; or (z) any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change in the Company’s organizational documents. Each Shareholder shall retain at all times the right to vote such Shareholder’s Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.3 that are at any time or from time to time presented for consideration to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXECompany’s corporate structure or businessshareholders generally.

Agreement to Vote. From Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in from and after the Credit Agreement dated April 13, 2016 by date hereof and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), until the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallTermination Date, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company common stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Company common stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergerx) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (by) to the extent such Stockholder has the ability to do so as set forth on Schedule A attached hereto, vote (or consent), or cause to be voted at voted) such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Stockholder’s Shares (i) in favor of the Merger, the adoption and approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the approval of the terms thereof and each of the other transactions actions contemplated in by the Merger Agreement and this Agreement and (ii) except as otherwise agreed to in writing in advance by the Company and Parent, against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person the following actions (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of and the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, ): (DA) any change in the present capitalization or dividend policy of SXE or any amendment or Takeover Proposal (other change to the SXE Charter Documents, except if approved by AMID, and than a Superior Proposal); (EB) any other change action involving the Company or its subsidiaries which has the effect of impeding, interfering with, delaying, postponing, or impairing (I) the ability of the Company to consummate the Merger on or prior to the Outside Date or (II) the Transactions or (C) any action or agreement that would reasonably be expected to result in SXE’s corporate structure any condition to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled on or businessprior to the Outside Date. Each such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote in any manner inconsistent herewith. Except as set forth in this Section 1, such Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined herein), each Southcross Holdings Party Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as that such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, Shareholder shall at any meeting of the unitholders shareholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests Covered Shares owned at the time of the record date for such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any any; and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) Covered Shares owned at the time of the record date for such meeting in favor of (A) the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or not recommended by the Company Board) and (B) any proposal to adjourn or postpone the Company Shareholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Shareholders Meeting is held and (ii) against (A) any SXE Acquisition Proposal or Alternative ProposalAcquisition Agreement, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE the Company and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone postpone, discourage or adversely affect the consummation of the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement, and (D) any change resolution, agreement or proposal to solicit, initiate, endorse, encourage, facilitate, enter into, or otherwise participate in any discussions or negotiations with any Person regarding, any of the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and foregoing items specified in this clause (E) any other change in SXE’s corporate structure or businessii).

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term from and after the date hereof and until this Agreement is defined validly terminated in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallaccordance with Section 5.2, at any meeting of the unitholders shareholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meetingincluding the Company Shareholder Meeting), however called, or including any postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the shareholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as represented thereat for purposes of determining a quorum; and (b) be present or represented (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent thereto with respect to, all of its Subject Shares (i) for the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or Articles Amendment, the Merger) (a) when a meeting is heldBoard Modification, appear at such meeting or otherwise cause and, subject to the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor occurrence of the MergerAcceptance Time and satisfaction of the applicable requirements under the Exchange Act and Nasdaq Rules, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and Delisting, (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person motion not recommended by the Company Board that would be inconsistent with condition (other than the Merger), (Cc) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any set forth in Exhibit A of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Transaction Agreement, ; and (Diii) against any change in the present capitalization or dividend policy of SXE or any amendment or Company Board (other change than re-elections proposed to the SXE Charter DocumentsAnnual Company Shareholder Meeting and the Board Modification). Until the Subject Shares are accepted for payment in the Offer, except if approved by AMIDeach Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the shareholders of the Company generally. Except as set forth in this Section 1.2, and (E) nothing in this Agreement shall limit the right of any other change Stockholder to vote in SXE’s corporate structure favor of, against or businessabstain with respect to any matter presented to the shareholders of the Company.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined herein), each Southcross Holdings Party Quintiles Shareholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, at any meeting of the unitholders shareholders of SXE Quintiles (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action proposed to be taken by written consent of unitholders the shareholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) Quintiles (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE Quintiles for written consent, if any any, and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares (i) in favor of the Merger, the approval adoption of the Merger Agreement and any other matters necessary for consummation of matter that is required to facilitate the Merger and and/or the other transactions contemplated in by the Merger Agreement Agreement, including the Governance Matters, and (ii) against (A) any SXE Alternative Acquisition Proposal with respect to Quintiles (a “Quintiles Acquisition Proposal”), (B) any other action, agreement or proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone postpone, frustrate, prevent, nullify or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach change in any material respect manner the voting rights of any covenant, representation or warranty or other obligation or agreement class of SXE or any the capital stock of its Subsidiaries under the Merger AgreementQuintiles, (DC) any change in the present capitalization or dividend policy of SXE Quintiles or any amendment or other change to the SXE Charter DocumentsQuintiles’s articles of incorporation or bylaws, except the Governance Matters or if approved by AMIDIMS Health, and (ED) any other change in SXEQuintiles’s corporate structure or business. In the event that such Quintiles Shareholder’s proxy has been granted to IMS Health pursuant to Section 2(a), such Quintiles Shareholder shall have no obligations under this Section 1 with respect to the meeting of the shareholders of Quintiles for which such proxy has been granted. Except as explicitly set forth in this Section 1, nothing in this Agreement shall limit the right of each Quintiles Shareholder to vote (including by proxy or written consent, if applicable) in favor of, against or abstain with respect to any matters presented to Quintiles’s shareholders.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Parent Stockholder hereby irrevocably and unconditionally agrees that, so long as from the date hereof until the earlier of (i) the time that the stockholders of Parent approve the Stock Issuance and Charter Amendment and no Event other vote by the stockholders of Default (as such term Parent is defined in required to consummate the Credit Agreement dated April 13, 2016 transactions contemplated by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company the Merger Agreements (“Holdings Borrower General PartnerParent Stockholder Approval”), Southcross Holdings Guarantor LP, a Delaware limited partnership ) and (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agentii) has occurred and is continuing, it shalltermination of this Agreement in accordance with Section 5.1, at any meeting of the unitholders stockholders of SXE (whether annual Parent at which the approval of the Stock Issuance, Charter Amendment or special and whether or not an adjourned or postponed meeting)any other matter requiring a vote of Parent’s stockholders necessary to consummate the transactions contemplated by the Merger Agreements is to be voted upon, however called, or any adjournment or postponement thereof, Parent Stockholder shall be present (in connection with any written consent of unitholders of SXE person or by proxy) (or cause to be present (in person or by proxy)) and vote (or cause to be voted), to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption thereon, all of the Merger Agreement or the Merger) its Owned Shares at such time (a) when in favor of approval of (1) the Stock Issuance and Charter Amendment, (2) any other matter presented or proposed as to approval of the Mergers or any part or aspect thereof or any transactions or matters contemplated by the Merger Agreements, (3) any proposal to adjourn or postpone the meeting to a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat later date if there are not sufficient votes for the purpose approval of establishing a quorum, the Stock Issuance and when a written consent is proposed, respond Charter Amendment and (4) any other matter necessary or desirable to each request the consummation of the transactions contemplated by SXE for written consent, if any the Merger Agreements and (b) vote (against any action, agreement or consent)transaction, that is intended, that would reasonably be expected, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor the effect of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could which would reasonably be expected expected, to materially impair, impede, interfere with, delay, postpone postpone, discourage or adversely affect the ability of Parent and the Merger Parties to complete the Mergers, or any that would otherwise reasonably be expected to prevent or materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement or Agreements. If Parent Stockholder is the beneficial owner, but not the record holder, of the Owned Shares, Parent Stockholder agrees to cause the record holder and any nominees to vote all of the Owned Shares in accordance with this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessSection 1.1.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party Sponsor hereby irrevocably and unconditionally agrees thatthat from the date hereof until the earlier of (a) the Closing, so long as no Event and (b) the valid termination of Default the Merger Agreement in accordance with Article X thereof or the termination of this Agreement, (as such term is defined in the Credit Agreement dated April 13, 2016 by i) to vote (or cause to be voted) or execute and among Holdings Borrower, Southcross Holdings Borrower GP LLC, deliver a Delaware limited liability company written consent (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, or cause a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto written consent to be executed and UBS AG, Stamford Branch, as Issuing Bank and administrative agentdelivered) has occurred and is continuing, it shall, at any meeting of the unitholders shareholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)SPAC, however called, or at any adjournment thereof, or in connection with any written other circumstance in which the vote, consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for other approval and adoption of the Merger Agreement or the Merger) shareholders of SPAC is sought (a) when a meeting is held, and appear at any such meeting meeting, in person or by proxy, or otherwise cause the Voting Interests all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests of Sponsor’s SPAC Common Stock and SPAC Warrants (itogether with any other Equity Securities of SPAC that Sponsor holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject SPAC Equity Securities”), regardless of whether or not the Mergers or any other transaction contemplated by the Merger Agreement or of the following actions is recommended by the SPAC Board, (A) in favor of the MergerSPAC Stockholder Matters (including, for the avoidance of doubt, any proposal to adjourn or postpone the applicable stockholder meeting to a later date if there are not sufficient votes for the approval of the SPAC Stockholder Matters or the closing condition in Section 9.01(f) of the Merger Agreement has not been satisfied) and any other matters necessary or reasonably requested by the Company for the consummation of the Mergers and the other transactions contemplated by the Merger Agreement, (B) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Merger Agreement and the Transactions) or any Alternate Business Combination Proposal or any proposal relating to an Alternate Business Combination Proposal, (C) against any proposal in opposition to the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated or in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets competition with or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by inconsistent with the Merger Agreement or the Transactions, (D) against any change in the business of SPAC or the SPAC Board (other than in connection with the SPAC Stockholder Matters), and (E) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or any transaction that results the Transactions, (2) result in a breach in any material respect of any covenant, representation or representation, warranty or any other obligation or agreement of SXE or any of its Subsidiaries SPAC Party under the Merger Agreement, (D3) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled or (4) change in any manner the present capitalization or dividend policy or capitalization of, including the voting rights of SXE any class of capital stock of, SPAC, (ii) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the Merger Agreement or the Transactions, (iii) not to commit or agree to take any action inconsistent with the foregoing, (iv) to comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of December 17, 2020, by and among SPAC, its officers, its directors and Sponsor (the “Voting Letter Agreement”), including the obligations of Sponsor pursuant to Section 1 therein not to redeem any shares of SPAC Common Stock owned by Sponsor in connection with the Transactions, (v) not to modify or amend any Contract between or among Sponsor and any Affiliate of Sponsor (other than SPAC or any amendment of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other change hand, related to the SXE Charter DocumentsTransactions, except including, for the avoidance of doubt, the Voting Letter Agreement, (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof, as if approved by AMIDsuch transfer restrictions remain in effect until the valid termination of the Merger Agreement in accordance with Article X thereof or the termination of this Agreement (regardless of any earlier termination of such transfer restrictions set forth in the Voting Letter Agreement), and (Evii) if SPAC seeks to consummate an Alternate Business Combination Proposal by engaging in a tender offer, not to sell or tender any other change Subject SPAC Equity Securities in SXE’s corporate structure or businessconnection therewith.

Agreement to Vote. From Subject to the period commencing with terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the execution date hereof and delivery of this Agreement and continuing until the Termination Date (as defined hereinin Section 5 below), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders holders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)Company Common Stock, however called, or in connection with any written consent of unitholders the holders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto Company Common Stock, such Stockholder shall (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Mergerx) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests all of such Stockholder’s Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company or Parent for written consent, if any any, and (by) vote (or consent), or cause to be voted at voted) such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Stockholder’s Shares (i) in favor of the Merger, the (A) approval of the Merger and the other transactions contemplated by the Merger Agreement and (B) any other matters necessary for matter that is required to facilitate the consummation of the Merger and the other transactions contemplated in by the Merger Agreement and (ii) against the following actions: (A) any SXE Alternative Company Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action involving the Company or any Company Subsidiary that could would reasonably be expected to impedehave the effect of impeding, interfere materially interfering with, delaymaterially delaying, postpone materially postponing, or adversely affect impairing (I) the ability of the Company to consummate the Merger or (II) any of the transactions other transaction contemplated by the Merger Agreement or (C) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the Outside Date. Subject to the terms and conditions hereof, no Stockholder shall enter into any agreement or understanding with any Person prior to the termination of this Agreement or any transaction that results in a breach to vote in any material respect manner inconsistent herewith. Subject to the terms and conditions hereof, the obligations of each Stockholder specified in this Section 1(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change Company Acquisition Proposal prior to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessTermination Date.

Agreement to Vote. From (a) Subject to the period commencing with the execution terms and delivery of this Agreement and continuing until the Termination Date (as defined herein)conditions hereof, each Southcross Holdings Party Shareholder, severally and not jointly, hereby irrevocably and unconditionally agrees thatthat from and after the date hereof and until the earliest to occur of (i) the conversion, so long as no Event after the Reverse Split, of Default all then outstanding shares of Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock, (as ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the written agreement of the Purchaser Parties, the GA Shareholders and the CK Shareholders to terminate this Agreement (such term is defined in earliest occurrence being the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General PartnerExpiration Time”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special special, and whether or not an at each adjourned or postponed meeting)) of the Company’s shareholders, however called, or in connection with any other circumstances (including any action by written consent) upon which a vote or other consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto approval is sought (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties any such meeting or other circumstance, a “Shareholders’ Meeting”), each Shareholder will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger(x) (a) when a meeting is held, appear at such a meeting or otherwise cause the Voting Interests its Owned Shares to be counted as present thereat for the purpose purposes of establishing calculating a quorum, quorum and when a written consent is proposed, respond to each any other request by SXE the Company for written consent, if any any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, and (by) vote (or consent)vote, or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to)voted, all Voting Interests of such Shareholder’s Shares Beneficially Owned by such Shareholder as of the relevant time (i“Owned Shares”) (A) in favor of the Merger, adoption of the Merger Agreement (whether or not recommended by the Company Board of Directors or any committee thereof) and the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in thereby, including the Merger Agreement and (ii) against (A) any SXE Alternative ProposalMerger, (B) in favor of the adoption of the Restated Articles (whether or not recommended by the Company’s Board of Directors or any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Mergercommittee thereof), and (C) in favor of the approval of any other action that could reasonably matter to be expected approved by the shareholders of the Company to impede, interfere with, delay, postpone or adversely affect the Merger or any of facilitate the transactions contemplated by the Merger Agreement or this Agreement and the filing of the Restated Articles. In addition, upon written notice from any GA Shareholder or any transaction CK Shareholder that results in a breach in such GA Shareholder or CK Shareholder is electing to convert its shares of Series D Preferred Stock (if any) and Series E Preferred Stock into shares of Common Stock, each other Shareholder holding any material respect shares of any covenant, representation Series D Preferred Stock or warranty or other obligation or agreement of SXE or any Series E Preferred Stock shall immediately elect to convert all of its Subsidiaries under shares of Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock pursuant to Section 7(aa) of Article V.C of the Merger Agreement, (D) any change Restated Articles then in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businesseffect.

Agreement to Vote. From the period commencing with date hereof until the execution and delivery earlier of this Agreement and continuing until the Termination Date (as defined herein)below) or the receipt of the Company Shareholder Approval, each Southcross Holdings Party Arch irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders shareholders of SXE the Company (whether annual annual, special or special otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption shareholders of the Merger Agreement or the Merger) Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by Arch as of the Voting Interests date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares that are owned by Arch as of the date of such meeting or consent (i) in favor of the Merger, Merger and the approval adoption of the Merger Agreement and any other matters necessary for consummation the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of the Merger and each of the other transactions contemplated in by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company's shareholders is solicited, and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other than action that would be reasonably likely to result in any conditions to the Merger)consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other action change to the Company Memorandum of Association or Company Bye-laws that could would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company's corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Statutory Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From The Stockholder hereby agrees that from and after the period commencing with date hereof until the execution and delivery termination of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallAgreement, at any duly called meeting of the unitholders stockholders of SXE (whether annual or special Clinical Data, and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of unitholders the stockholders of SXE to Clinical Data, the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when Stockholder shall, if a meeting is held, appear at such the meeting and any adjournment or postponement thereof, in person or by proxy, or otherwise cause the Voting Interests Subject Common Shares over which the Stockholder has sole voting power (and use his best efforts to cause the Subject Common Shares over which the Stockholder has joint voting power) to be counted as present thereat for the purpose purposes of establishing a quorum, and when a written such Stockholder shall vote or consent is proposed, respond to each request by SXE for written consent, if any the Subject Common Shares over which the Stockholder has sole voting power (and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect toconsented the Subject Common Shares over which the Stockholder has joint voting power), all Voting Interests in person or by proxy, (ia) in favor of approving the Merger, the approval issuance of the Merger Agreement and any other matters necessary for consummation shares of Clinical Data’s Common Stock pursuant to the Merger and each of the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions matters specifically contemplated by the Merger Agreement Agreement, (b) in favor of any proposal to adjourn any such meeting if necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of such meeting to approve the issuance of shares of Clinical Data’s Common Stock pursuant to the Merger, (c) against any action or this Agreement or any transaction agreement submitted for approval of the stockholders of Clinical Data that results would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries Clinical Data under the Merger Agreement or of the Stockholder under this Agreement and (d) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Clinical Data that would reasonably be expected to result in any of the conditions to Clinical Data’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Merger Agreement. Any vote by the Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. The Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with clauses (a), (Db), (c) any change in the present capitalization or dividend policy (d) of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or businessthis Section 1.1.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as such term during the time this Agreement is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shalleffect, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Securities are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Securities to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of his or its Subject Securities (i) against any action or agreement that would reasonably be expected to (A) result in favor a breach of any covenant, representation or warranty or any other obligation of the MergerCompany contained in the Merger Agreement, or of any Stockholder contained in this Agreement, or (B) result in any of the approval conditions set forth in Article VIII or Annex I of the Merger Agreement and any other matters necessary for consummation of not being satisfied on or before the Merger and the other transactions contemplated in the Merger Agreement and Outside Date; (ii) against any change in the membership of the Company Board and (Aiii) against any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Takeover Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Company that is intended, (C) any other action that could or would reasonably be expected expected, to impede, interfere with, delay, postpone or adversely affect prevent the Merger or any consummation of the transactions contemplated Offer or the Merger, including (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), (B) any sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights, but excluding for the avoidance of doubt, any licenses of intellectual property rights permitted by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect terms of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement)) of the Company or any reorganization, recapitalization or liquidation of the Company, or (DC) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter DocumentsCompany Certificate of Incorporation or Company Bylaws. Subject to the proxy granted under Section 1.3, except if approved by AMIDeach Stockholder shall retain at all times the right to vote such Stockholder’s Subject Securities in such Stockholder’s sole and absolute discretion, and (E) without any other change limitation, on any matters other than those expressly set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From Prior to the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallExpiration Date, at any every meeting of the unitholders shareholders of SXE (whether annual the Company called with respect to any of the following, and at every adjournment thereof, and on every action or special and whether or not an adjourned or postponed meeting), however called, or in connection with any approval by written consent of unitholders the shareholders of SXE the Company with respect to any of the fullest extent that following, the Voting Interests are entitled Securityholder agrees to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at voted) the shares of Company Stock owned of record directly by such meeting Securityholder or jointly with Securityholder’s spouse, as to which such Securityholder or his spouse has voting rights, and, to the full extent legally permitted, cause holders of record of other shares of Company Stock over which the Securityholder has the sole or shared power to vote (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests direct the vote) to vote: (i) in favor of the Merger, the approval of the Transaction, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE thereby and any other Person (other than the Merger), (C) any other action matter that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect facilitate the Transaction; (ii) in favor of any alternative structure as may be agreed upon by German American and the Company to effect the Transaction; provided that such alternative structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Transaction set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder); (iii) against the consummation of any proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any of action, proposal, agreement or transaction (other than the transactions contemplated by Transaction, the Merger Agreement or this Agreement or the transactions contemplated thereby) that in any transaction that results such case would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SXE or any of its Subsidiaries the Company under the Merger Agreement, and (Div) any change in favor of the present capitalization or dividend policy amendment of SXE or any amendment or other change the Articles of Incorporation of the Company as contemplated by the Merger Agreement (the “Articles of Amendment”). This Agreement is intended to bind the Securityholder as a shareholder of the Company only with respect to the SXE Charter Documentsspecific matters set forth herein. Notwithstanding the foregoing, except if approved by AMIDnothing in this Agreement shall limit or restrict the Securityholder from voting in his, and (E) her or its sole discretion on any matter other change than those matters referred to in SXE’s corporate structure or businessthis Agreement.

Agreement to Vote. From Subject to the period commencing with the execution and delivery terms of this Agreement and continuing until the Termination Date (as defined herein)Agreement, each Southcross Holdings Party Stockholder hereby irrevocably and unconditionally agrees that, so long as no Event of Default (as until the Termination Date with respect to such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallStockholder, at any annual or special meeting of the unitholders stockholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting)the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of unitholders the stockholders of SXE the Company, such Stockholder shall, in each case to the fullest extent that the Voting Interests such Stockholder’s Subject Shares are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) thereon: (a) when a meeting is held, appear at each such meeting or otherwise cause the Voting Interests all such Subject Shares to be counted as present thereat for the purpose purposes of establishing determining a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any ; and (b) be present (in person or by proxy) and vote (or consent), or cause to be voted at such meeting voted), or deliver (or validly execute and return and cause such consent to be granted delivered) a written consent with respect to), all Voting Interests of its Subject Shares (i) against any action or agreement that would reasonably be expected to (A) result in favor a breach of any covenant, representation or warranty or any other obligation or agreement of the MergerCompany contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (B) result in any of the approval conditions set forth in Article VII or Exhibit A of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated not being satisfied in the Merger Agreement a timely manner; and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE Company Takeover Proposal and against any other Person (other than action, agreement or transaction involving the Merger)Company that is intended, (C) any other action that could or would reasonably be expected expected, to impede, interfere with, delay, postpone or postpone, adversely affect or prevent the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or this Agreement other business combination involving the Company (other than the Offer and the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property) of the Company or any transaction that results reorganization, recapitalization or liquidation of the Company, in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under each case to the extent not expressly permitted by the Merger Agreement, ; or (Dz) any change in the present capitalization or dividend policy of SXE the Company or any amendment or other change to the SXE Charter DocumentsCompany’s Certificate of Incorporation or Bylaws in each case not permitted by the Merger Agreement. Subject to the proxy granted under Section 1.3 below, except if approved by AMIDeach Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and (E) without any other change limitation, on any matters other than those set forth in SXEthis Section 1.2 that are at any time or from time to time presented for consideration to the Company’s corporate structure or businessstockholders generally.

Agreement to Vote. From the period commencing with the execution and delivery of this Agreement and continuing until Prior to the Termination Date (as defined herein), each Southcross Holdings Party Stockholder irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, that it shall, shall at any meeting of the unitholders stockholders of SXE the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption stockholders of the Merger Agreement or the Merger) Company (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE the Company for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests Covered Shares (i) in favor of (A) an amendment to the Mergerarticles of incorporation (the “Charter”) of the Company to increase the number of authorized shares of Common Stock (“Common Stock”), par value $0.001 per share, of the Company to a number sufficient to effect the conversion of all preferred stock of the Company outstanding following the Issuance (including, without limitation, the approval Series D Preferred Stock and the Series F Preferred Stock) and the conversion of any and all other securities of the Merger Agreement and any other matters necessary for consummation Company outstanding as of the Merger date hereof that are intended to be convertible into Common Stock (the “Increase”), (B) an amendment to the Charter to implement any reverse stock split of the Company’s shares of stock pursuant to Section 2(a) of the Certificate of Designations of Series D Preferred Stock of the Company (the “Series D Designation”) and Section 2(a) of the other transactions contemplated Certificate of Designations of Series F Preferred Stock of the Company (the “Series F Designation”) in order to cause a Mandatory Conversion (as defined in the Merger Agreement Series D Designation and Series F Designation, as applicable) of the Series D Preferred Stock and Series F Preferred Stock and (C) the nomination and election of any one individual designated by Lateral from time to time for election to the board of directors of the Company; and (ii) against (A) any SXE Alternative Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE the Company and any other Person (other than the MergerIssuance, the Increase and the Reverse Stock Split, or any transaction involving a third-party which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company that shall provide to the Company additional benefits in addition to the investment of funds), and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger Issuance, the Increase, the Reverse Stock Split or any of the transactions contemplated by the Merger Loan Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE the Company or any of its Subsidiaries under the Merger Loan Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

Agreement to Vote. From (a) As soon as reasonably practicable after the period commencing with Registration Statement/Proxy Statement is declared effective under the execution Securities Act and delivery of this Agreement and continuing until delivered or otherwise made available to the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”)Company Stockholders, the Subsidiary GuarantorsStockholder shall, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shallshall cause its Affiliates to, at any meeting of the unitholders of SXE (whether annual Company Stockholders or special class or series thereof, and whether or not an adjourned or postponed meeting), however called, or in connection with any each written consent or resolutions of unitholders any of SXE to the fullest extent that Company Stockholders in which the Voting Interests are Stockholder or its Affiliate is entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not vote, be entitled to vote present for approval and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at any such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (in person or consentby proxy), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted any action by written consent or resolution with respect to), all Voting Interests (i) in favor of the Merger, the approval Shares, to approve and adopt the BCA and the other Transaction Documents to which the Company is a party, and approve the Company’s performance of the Merger Agreement its obligations thereunder and any other matters necessary for consummation of the Merger and the other transactions contemplated in Transactions, consistent with the Merger Company’s requirements under Section 7.06 of the BCA. Without limiting the generality of the foregoing, during the term of this Agreement and (ii) against (A) any SXE Alternative Proposalprior to the Closing, (Bi) any proposal to the extent that it is necessary or advisable, in each case, as reasonably determined by the Company and certified in writing thereby to the Stockholder, for any recapitalizationmatters, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets actions or other business combination between SXE and any other Person (other than proposals to be approved by the Merger), (C) any other action that could reasonably be expected to impede, interfere Stockholder or its Affiliates in connection with, delayor otherwise in furtherance of, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or BCA and/or the other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Transaction Documents, except if approved by AMIDthe Stockholder shall, and shall cause its Affiliates to, vote (or cause to be voted) the Shares in favor of and/or consent to any such matters, actions or proposals promptly, and (Eii) the Stockholder shall, and shall cause its Affiliates to, vote (or cause to be voted) the Shares against and withhold consent (to the extent the Stockholder’s or its Affiliate’s vote or consent is requested) with respect to (A) any proposal relating to an Alternative Transaction (without limiting the rights of the Company’s board of directors under Sections 7.05 and 11.01(j) of the BCA) or (B) any other change matter, action or proposal that would reasonably be expected to result in SXE’s corporate structure the failure of the Merger or businessthe other Transactions from being consummated, in each case, as requested in writing by the Company. The Stockholder acknowledges receipt of a copy of the BCA.