Common use of Right to Vote Clause in Contracts

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement), grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposals.

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such the Shareholder has full legal power, authority and right to vote all of the SharesShares then owned of record or beneficially by him, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the approval and authorization of the Merger Agreement, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such the Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its his legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such the Shareholder will not commit any act that could restrict or otherwise affect its his legal power, authority and right to vote all of the SharesShares then owned of record or beneficially by him, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the Titan Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each the Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement), grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such the Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposals.

Right to Vote. As of the date hereof and for so long as of this Agreement remains in effect (including the date of the Titan Stockholders' Meeting (Company Stockholders Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder the Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththen owned of record or beneficially by him, in favor of the approval and authorization of the Merger AgreementMerger, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) Agreement and the other transactions contemplated thereby (collectively, the "Titan ProposalsPROPOSED TRANSACTION") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder the Stockholder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its his legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreementon any matter. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder the Stockholder will not commit any act that could restrict or otherwise affect its his legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor then owned of the Titan Proposalsrecord or beneficially by him. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder the Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholderthe Stockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan ProposalsProposed Transaction.

Right to Vote. As Except as set forth on Schedule A hereto, as of the date hereof and as at all times until the earlier of the (i) Closing Date and (ii) the date of termination of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Amended and Restated Reorganization Agreement in accordance with its terms, except for this Agreement or and as otherwise permitted by this Agreement, such Shareholder each Equityholder has full legal power, authority and right to vote all of the SharesInterests, to the extent the Shares Interests carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the approval and authorization of the Merger AgreementNGP Merger, the Merger NGOP Merger, the Amended and the Related Agreements (to the extent TeleCorp is a party thereto) Restated Reorganization Agreement and the other transactions contemplated thereby (collectively, the "Titan Proposals"“Proposed Transactions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder except for this Agreement and as otherwise permitted by this Agreement, except as set forth on Schedule A hereto, each Equityholder has not entered into any voting agreement with any person or entity with respect to any of the SharesInterests, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the SharesInterests, deposited any of the Shares Interests in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares Interests in favor of the Titan Proposals except for this AgreementProposed Transactions. From and after the date hereofhereof and until the earlier of (i) the date of termination of the Amended and Restated Reorganization Agreement in accordance with its terms and (ii) the Closing Date, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdictionAgreement, such Shareholder except as set forth in Schedule B, each Equityholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the SharesInterests, to the extent the Shares Interests carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the Titan ProposalsProposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, and except as set forth in Schedule B, from and after the date hereofhereof and until the earlier of (i) the date of termination of the Amended and Restated Reorganization Agreement in accordance with its terms and (ii) the Closing Date, each Shareholder Equityholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Interests, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the SharesInterests, deposit any of the Shares Interests in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting entity, which in any such case limits or affecting such Shareholder's affects each Equityholder’s legal power, authority or right to vote the Shares Interests in favor of the approval of the Titan ProposalsProposed Transactions.

Right to Vote. As of the date hereof hereof, after giving effect to the transactions contemplated by the Subordinated Bridge Loan Agreement of even date herewith among Xxxxxx, Xxxxxxx Capital II, L.P. and the other parties thereto, and as of the date of each vote or consent of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Stockholder through and including the Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger merger contemplated thereby, and the Related Agreements (to the extent TeleCorp is a party thereto) and each of the other transactions and waivers contemplated thereby by this Agreement and the Merger Agreement (collectively, the "Titan Xxxxxx Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Xxxxxx Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Xxxxxx Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder such Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Xxxxxx Proposals.

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting Except (which, x) for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or (y) as otherwise permitted by this Agreement, such Shareholder or (z) as set forth on Schedule A hereto, each Equityholder has as of the date of this Agreement, and will have at all times until the earlier of (i) the Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, full legal power, authority and right to vote all of the SharesInterests, to the extent the Shares Interests carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the approval and authorization of the Merger AgreementNGP Merger, the NGOP Merger, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) Agreement and the other transactions contemplated thereby (collectively, the "Titan Proposals"“Proposed Transactions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder except (x) for this Agreement, (y) as otherwise permitted by this Agreement, or (z) as set forth on Schedule A hereto, each Equityholder has not entered into any voting agreement with any person or entity with respect to any of the SharesInterests, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the SharesInterests, deposited any of the Shares Interests in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares Interests in favor of the Titan Proposals except for this AgreementProposed Transactions. From and after the date hereofof this Agreement until the earlier of (i) the date of termination of the Merger Agreement in accordance with its terms and (ii) the Closing Date, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdictionAgreement, such Shareholder except as set forth on Schedule B, each Equityholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the SharesInterests, to the extent the Shares Interests carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the Titan ProposalsProposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this AgreementAgreement and except as set forth on Schedule B, from and after the date hereofhereof and until the earlier of (i) the date of termination of the Merger Agreement in accordance with its terms and (ii) the Closing Date, each Shareholder Equityholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Interests, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the SharesInterests, deposit any of the Shares Interests in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting entity, which in any such case limits or affecting such Shareholder's affects each Equityholder’s legal power, authority or right to vote the Shares Interests in favor of the approval of the Titan ProposalsProposed Transactions.

Right to Vote. As of the date hereof and for so long as of this Agreement remains in effect (including the date of the Titan Stockholders' Meeting (Company Stockholders Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder the Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththen owned of record or beneficially by him, in favor of the approval and authorization of the Merger AgreementMerger, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) Agreement and the other transactions contemplated thereby (collectively, the "Titan ProposalsProposed Transaction") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder the Stockholder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its his legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreementon any matter. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder the Stockholder will not commit any act that could restrict or otherwise affect its his legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor then owned of the Titan Proposalsrecord or beneficially by him. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder the Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholderthe Stockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan ProposalsProposed Transaction.

Right to Vote. As of the date hereof and as of the date of each vote or consent of such Stockholder through and including the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Asset Purchase Agreement, the Merger Purchase, the authorization and issuance of the Purchase Price in connection therewith, the amendment of the Certificate of Incorporation of Daleen in the form of the Amended and Restated Certificate of Incorporxxxxx attached as Exhibit F to the Asset Purchase Agreement, and the Related Agreements other Contemplated Transactions (to the extent TeleCorp Daleen is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Daleen Proposals") without wixxxxx the consent or approval of, or any other action axxxxx on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Daleen Proposals except for this Agreement. From and after the aftex xxx date hereof, except for this Agreement and as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not knowingly commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Daleen Proposals. Without limiting the generality of the foregoingforegoinx, except xxcept for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Daleen Proposals.

Right to Vote. As of the date hereof and as of the date of each vote or consent of such Stockholder through and including the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Asset Purchase Agreement, the Merger Purchase, the authorization and issuance of the Purchase Price in connection therewith, the amendment of the Certificate of Incorporation of Daleen in the form of the Amended and Restated Certificate of Incorporatxxx xxtached as Exhibit F to the Asset Purchase Agreement, and the Related Agreements other Contemplated Transactions (to the extent TeleCorp Daleen is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Daleen Proposals") without the withoux xxx consent or approval of, or any other action on actixx xx the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Daleen Proposals except for this Agreement. From and after the date xxx xxte hereof, except for this Agreement and as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not knowingly commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Daleen Proposals. Without limiting the generality of the foregoing, except for excexx xxx this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Daleen Proposals.

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Such Shareholder has (subject only in the case of warrants or options to the exercise of such warrants or options into shares of common stock of Qwest) full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization adoption of the Merger Agreement, Agreement and the transactions contemplated by the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") Agreement without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals transactions contemplated by the Merger Agreement. As of the date of the Qwest Stockholders' Meeting, except for this AgreementAgreement or as otherwise permitted by this Agreement and, with respect to warrants or options which constitute Shares, subject only to the exercise of such warrants or options into shares of common stock of Qwest, such Shareholder will have full legal power, authority and right to vote all Shares beneficially owned by such Shareholder in favor of the approval of the transactions contemplated by the Merger Agreement without the consent or approval of, or any other action on the part of, any other person or entity. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdictionAgreement, such Shareholder will not commit any act that could restrict or otherwise affect its such legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Proposalstransactions contemplated by the Merger Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each such Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposalstransactions contemplated by the Merger Agreement (other than this Agreement).

Right to Vote. As of the date hereof and as of the date of each vote or consent of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Stockholder through and including the Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder the Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger merger contemplated thereby, and the Related Agreements (to the extent TeleCorp is a party thereto) and each of the other transactions and waivers contemplated thereby by this Agreement and the Merger Agreement (collectively, the "Titan “Xxxxxx Proposals"”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder the Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Xxxxxx Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder the Stockholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Xxxxxx Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder the Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's the Stockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Titan Xxxxxx Proposals.

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Such Shareholder has (subject only in the case of warrants or options to the exercise of such warrants or options into shares of common stock of Qwest) full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization adoption of the Merger Agreement, Agreement and the transactions contemplated by the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") Agreement without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals transactions contemplated by the Merger Agreement. As of the date of the Qwest Stockholders Meeting, except for this AgreementAgreement or as otherwise permitted by this Agreement and, with respect to warrants or options which constitute Shares, subject only to the exercise of such warrants or options into shares of common stock of Qwest, such Shareholder will have full legal power, authority and right to vote all Shares beneficially owned by such Shareholder in favor of the approval of the transactions contemplated by the Merger Agreement without the consent or approval of, or any other action on the part of, any other person or entity. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdictionAgreement, such Shareholder will not commit any act that could restrict or otherwise affect its such legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Proposalstransactions contemplated by the Merger Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each such Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's Shareholders legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposalstransactions contemplated by the Merger Agreement (other than this Agreement).

Right to Vote. As of the date hereof and as of the date of each vote or consent of such Stockholder through and including the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Asset Purchase Agreement, the Merger Purchase, the authorization and issuance of the Purchase Price in connection therewith, the Investment Agreement, the Investment and the Related Agreements authorization and issuance of the securities to be issued therewith, the amendment of the Certificate of Incorporation of Xxxxxx in substantially the form of the amendments attached as Exhibit F to the Asset Purchase Agreement, and the other Contemplated Transactions (to the extent TeleCorp Xxxxxx is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Xxxxxx Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Xxxxxx Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Xxxxxx Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Xxxxxx Proposals.

Right to Vote. As of the date hereof and for so long as of this Agreement remains in effect (including the date of the Titan Stockholders' Meeting (Company Stockholders Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder the Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththen owned of record or beneficially by him, in favor of the approval and authorization of the Merger AgreementMerger, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) Agreement and the other transactions contemplated thereby (collectively, the "Titan ProposalsProposed Transaction") -------------------- without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder the Stockholder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its his legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreementon any matter. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder the Stockholder will not commit any act that could restrict or otherwise affect its his legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor then owned of the Titan Proposalsrecord or beneficially by him. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder the Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholderthe Stockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan ProposalsProposed Transaction.

Right to Vote. As of the date hereof and as of the date of each vote or consent of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Stockholder through and including the Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger merger contemplated thereby, and the Related Agreements (to the extent TeleCorp is a party thereto) and each of the other transactions and waivers contemplated thereby by this Agreement and the Merger Agreement (collectively, the "Titan Xxxxxx Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Xxxxxx Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Xxxxxx Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder such Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Xxxxxx Proposals.

Right to Vote. As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Company Meeting, except for this Agreement or and as otherwise permitted by this Agreement, such each Shareholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the approval and authorization of the Merger AgreementMergers, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) Agreement and the other transactions contemplated thereby (collectively, the "Titan ProposalsPROPOSED TRANSACTIONS") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such except for this Agreement and as otherwise permitted by this Agreement, each Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this AgreementProposed Transactions. From and after the date hereofhereof and until the termination of the Merger Agreement in accordance with its terms, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdictionAgreement, such each Shareholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewiththereon, in favor of the Titan ProposalsProposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereofhereof and until the termination of the Merger Agreement in accordance with its terms, each Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such each Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan ProposalsProposed Transactions.

Right to Vote. As of the date hereof and as of the date of each vote or consent of such Stockholder through and including the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof)Closing Date, except for this Agreement or as otherwise permitted by this Agreement, such Shareholder Stockholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Asset Purchase Agreement, the Merger Purchase, the authorization and issuance of the Purchase Price in connection therewith, , the Investment Agreement, the Investment and the Related Agreements authorization and issuance of the securities to be issued therewith, the amendment of the Certificate of Incorporation of Daleen in substantially the form of the amendments attached as Exhibit X xo the Asset Purchase Agreement, and the other Contemplated Transactions (to the extent TeleCorp Daleen is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Daleen Proposals") without xxxxxut the consent or approval of, or any other action axxxxx on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder Stockholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Daleen Proposals except for this Agreement. From and after the date txx xxxe hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder Stockholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Daleen Proposals. Without limiting the generality of the foregoing, except exxxxx for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement)Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such ShareholderStockholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Daleen Proposals.