Common use of Voting Arrangements Clause in Contracts

Voting Arrangements. (a) The Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders (regardless of any recommendation of the Company Board of Directors) or in respect of which vote or consent of the Stockholder is requested or sought.

Voting Arrangements. (a) The Each Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company Target (a "Company Target Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board board of Directorsdirectors of Target (other than any amendment modifying the consideration to be paid to such Stockholder)), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offer, whether in writing or otherwise, from transaction relating to any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")I) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other consolidation, share exchange, business combination, sale issuance of shares securities, acquisition of stock, sale of assetssecurities, tender offer, exchange offer or other similar transaction (1) in which the Company or series any of related transactionsits subsidiaries is a constituent corporation, (2) in which is structured to permit such Third Party to acquire a person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of persons, directly or indirectly, acquires beneficial or record ownership of securities representing more than 15% of the assets outstanding securities of any class of voting securities of the CompanyCompany or any of its subsidiaries, or (3) in which the Company or any of its subsidiaries issues or sells securities representing more than 15% of the outstanding securities of any class of voting securities of the Company or any of its subsidiaries; or any sale (other than sales of inventory in the ordinary course of business), lease (other than in the ordinary course of business), exchange, transfer (other than sales of inventory in the ordinary course of business), license (other than nonexclusive licenses in the ordinary course of business), acquisition or disposition of any business or businesses or assets that constitute or account for 15% or more of any class the consolidated net revenues, net income or assets of equity securities in the Company or any of its subsidiaries; or (II) any liquidation or dissolution of Target (each, a an "Competing TransactionAcquisition Proposal") or transaction or occurrence that if proposed and offered to Target or its stockholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company Target's Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company Target or any of the Company Stockholdersits Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Target Common Shares Stock (collectively, "Frustrating Transactions") presented to the Company Stockholders of Target (regardless of any recommendation of the Company Board of DirectorsDirectors of Target) or in respect of which vote or consent of the Stockholder is requested or sought.

Voting Arrangements. (a) The Stockholder agrees that, during During the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting")Company, however called, and at every adjournment or postponement thereof, hewith respect to outstanding Shares owned beneficially or of record by the Stockholder, she or it shall the Stockholder shall: (i) appear at the such meeting or otherwise cause his, her or its Shares, such Shares to be counted as present thereat for purposes of establishing a quorum, ; (ii) votevote or cause to be voted such Shares in favor of (A) the Restructuring and the Spin Off (to the extent to be voted upon by the Company’s stockholders) and (B) the Merger and the approval and adoption by the Company’s stockholders of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in the Merger Agreement, and any action required in furtherance thereof; and (iii) vote or cause to be voted, or execute consents in respect of, his, her or its Shares, or cause his, her or its such Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership Competing Transaction (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction"hereinafter defined) or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the stockholders of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of the Company Common Shares Stock (collectively, "“Frustrating Transactions"”) presented to the stockholders of the Company Stockholders (regardless of any recommendation of the Company Board of DirectorsDirectors of the Company) or in respect of which vote or consent of the Stockholder is requested or sought. For purposes of this Agreement, “Competing Transaction” shall mean any of the following involving Company and any Person other than Parent or any of its Affiliates: any merger, consolidation, share exchange or other business combination; a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets representing 15% or more of the consolidated assets of Company; a sale of shares of capital stock (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing, the right to acquire capital stock), representing 15% or more of the voting power of Company; or a tender offer or exchange offer for at least 15% of the outstanding shares of Company; or any other acquisition in any manner of an equity interest representing a 15% or more economic or voting interest in Company, or of assets, securities or other ownership interests of or in Company representing 15% or more of the consolidated assets of Company.

Voting Arrangements. (a) The Each Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "“Company Stockholders' ’ Meeting"”), however called, and at every adjournment or postponement thereof, he, she she, or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, Shares to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, of his, her her, or its Shares, or cause his, her her, or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board board of Directors), directors of the Company) and any action required in furtherance thereof thereof, and (iii) vote, or execute consents in respect of, of his, her or its Sharesher, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offertransaction relating to an Acquisition Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute an Acquisition Proposal (other than as proposed by the Parent, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the CompanyPurchaser, or 15% any of their Subsidiaries or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction"Affiliates) or (B) any amendment of the Company Company’s Certificate of Incorporation or Company By-laws Bylaws or other proposal, action or transaction involving the Company or any of the Company Stockholdersits Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions Transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement Agreement, or to deprive Parent or Purchaser of any material portion of the benefits anticipated by Parent and Purchaser to be received from the consummation of the Offer, the Merger or the other transactions Transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or to change in any manner the voting rights of Company the Common Shares (collectively, "Frustrating Transactions") Stock presented to the Stockholders of the Company Stockholders (regardless of any recommendation of the Company Board board of Directorsdirectors of the Company) or in respect of which vote or consent of the Stockholder is requested or sought. (b) As security for the Stockholders’ obligations under Section 5(a), each of the Stockholders hereby irrevocably constitutes and appoints Parent as his, her, or its attorney and proxy in accordance with the Delaware General Corporation Law (“DGCL”), with full power of substitution and resubstitution, to cause the Stockholder’s Shares to be counted as present at any Company Stockholders’ Meetings and to vote his, her or its Shares at any Company Stockholders’ Meeting, however called, and to execute consents in respect of his, her or its Shares as and to the extent provided in Section 5(a). THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to his, her or its Shares that he, she or it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be granted. (c) Each Stockholder represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes such proxies. (d) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 5 or in Section 8, is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees to vote his or its Shares in accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the foregoing is a voting agreement created under Section 218 of the DGCL. (e) Each Stockholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have.

Voting Arrangements. (a) The Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its his Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its his Shares, or cause his, her or its his Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its his Shares, or cause his, her or its his Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders (regardless of any recommendation of the Company Board of Directors) or in respect of which vote or consent of the Stockholder is requested or sought. Notwithstanding the foregoing, with respect to clause (ii) above, the Stockholder shall abstain as to the At Home Shares, and shall cause the At Home Shares not to be voted either in favor of or against the Merger Agreement, unless and until the Stockholder shall have obtained an At Home Bankruptcy Decision stating that At Home has no claim to the At Home Shares or otherwise expressly permitting the Stockholder to vote the At Home Shares.

Voting Arrangements. (a) The Each Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company Launch (a "Company Launch Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors)Agreement, and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offer, whether in writing transaction relating to any (I) acquisition or otherwise, purchase from Launch by any Third Party to acquire beneficial ownership person or "group" (as defined under Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) and the rules and regulations thereunder) of all more than a 15% interest in the total outstanding voting securities of Launch or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of Launch or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving Launch pursuant to which the stockholders of Launch immediately preceding such transaction hold less than 1585% of the equity interests in the surviving or resulting entity of such transaction; (II) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 50% of the assets of the Company, Launch; or 15% (III) any liquidation or more dissolution of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company Launch (each, a an "Competing TransactionAcquisition Proposal") or transaction or occurrence that if proposed and offered to Launch or its stockholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company Launch's Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company Launch or any of the Company Stockholdersits Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Launch Common Shares Stock (collectively, "Frustrating Transactions") presented to the Company Stockholders of Launch (regardless of any recommendation of the Company Board of DirectorsDirectors of Launch) or in respect of which vote or consent of the Stockholder is requested or sought.

Voting Arrangements. (a) The Each Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company Launch (a "Company Launch Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board board of Directorsdirectors of Launch), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offer, whether in writing transaction relating to any (I) acquisition or otherwise, purchase from Launch by any Third Party to acquire beneficial ownership person or "group" (as defined under Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) and the rules and regulations thereunder) of all more than a 15% interest in the total outstanding voting securities of Launch or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of Launch or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving Launch pursuant to which the stockholders of Launch immediately preceding such transaction hold less than 1585% of the equity interests in the surviving or resulting entity of such transaction; (II) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 50% of the assets of the Company, Launch; or 15% (III) any liquidation or more dissolution of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company Launch (each, a an "Competing TransactionAcquisition Proposal") or transaction or occurrence that if proposed and offered to Launch or its stockholders (or any of them) would constitute an Acquisition Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company Launch's Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company Launch or any of the Company Stockholdersits Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Launch Common Shares Stock (collectively, "Frustrating Transactions") presented to the Company Stockholders of Launch (regardless of any recommendation of the Company Board of DirectorsDirectors of Launch) or in respect of which vote or consent of the Stockholder is requested or sought.

Voting Arrangements. (a) The Stockholder agrees that, during the time this Agreement is in effect, at At any meeting of the stockholders shareholders of the Company Cabot (a "Company StockholdersCabot Shareholders' Meeting"), however called, and at every adjournment or --------------------------- postponement thereof, he, she or it Holder shall (i) appear at the meeting or otherwise cause his, her or its Shares, such Holder's Shares to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, such Shares or cause his, her or its such Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board board of Directors)trustees of Cabot, and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, such Shares or cause his, her or its such Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offer, whether in writing transaction relating to any (i) (1) acquisition or otherwise, purchase from Cabot by any Third Party to acquire beneficial ownership person or "group" (as defined under Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) and the rules and regulations thereunder) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities (or voting debt) of the Company pursuant to a Cabot or Cabot OP, (2) any tender offer or exchange offer that if consummated would result in any person or "group" (as so defined) beneficially owning 15% or more of any class of equity securities (or voting debt) of Cabot or Cabot OP, or (3) any merger, consolidation or other business combination, sale of shares of stockbeneficial interest, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party any person or "group" (as so defined) to acquire beneficial ownership of more than 15% of the assets of Cabot and the CompanyCabot Subsidiaries, taken as a whole, or 15% or more of any class of equity securities (or voting debt) in the Company Cabot or Cabot OP (each, a "Competing Transaction"); (iii) any liquidation or dissolution of Cabot or --------------------- Cabot OP; (iv) any proposal to approve the grant of voting rights upon "control shares" (as defined in Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland ("Title 3") of Cabot acquired in any ------- "control share acquisition" (as defined in Title 3) or (v) any transaction or occurrence that if proposed and offered to Cabot or its shareholders (or any of them) would constitute a transaction described in foregoing clause (A) or (B) any amendment of the Company Certificate Cabot's Declaration of Incorporation Trust or Company By-laws or other proposal, action or transaction involving the Company Cabot or any of the Company Stockholdersits Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent CalWest of any material portion of the benefits anticipated by Parent CalWest to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Cabot Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders shareholders of Cabot (regardless of any recommendation of the Company Board of DirectorsDirectors of Cabot) or in respect of which vote or consent of the Stockholder shareholder is requested or sought.

Voting Arrangements. (a) The Stockholder agrees that, during the time this Agreement is in effect, at At any meeting of the stockholders shareholders of the Company Cabot (a "Company StockholdersCabot ----- Shareholders' Meeting"), however called, and at every adjournment or --------------------- postponement thereof, he, she or it Holder shall (i) appear at the meeting or otherwise cause his, her or its Shares, such Holder's Shares to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, such Shares or cause his, her or its such Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board board of Directors)trustees of Cabot, and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, such Shares or cause his, her or its such Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal agreement or offer, whether in writing transaction relating to any (i) (1) acquisition or otherwise, purchase from Cabot by any Third Party to acquire beneficial ownership person or "group" (as defined under Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) and the rules and regulations thereunder) ------------ of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities (or voting debt) of the Company pursuant to a Cabot or Cabot OP, (2) any tender offer or exchange offer that if consummated would result in any person or "group" (as so defined) beneficially owning 15% or more of any class of equity securities (or voting debt) of Cabot or Cabot OP, or (3) any merger, consolidation or other business combination, sale of shares of stockbeneficial interest, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party any person or "group" (as so defined) to acquire beneficial ownership of more than 15% of the assets of Cabot and the CompanyCabot Subsidiaries, taken as a whole, or 15% or more of any class of equity securities (or voting debt) in the Company Cabot or Cabot OP (each, a "Competing Transaction"); (iii) any liquidation or dissolution of Cabot or --------------------- Cabot OP; (iv) any proposal to approve the grant of voting rights upon "control shares" (as defined in Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland ("Title 3") of Cabot acquired in any ------- "control share acquisition" (as defined in Title 3) or (v) any transaction or occurrence that if proposed and offered to Cabot or its shareholders (or any of them) would constitute a transaction described in foregoing clause (A) or (B) any amendment of the Company Certificate Cabot's Declaration of Incorporation Trust or Company By-laws or other proposal, action or transaction involving the Company Cabot or any of the Company Stockholdersits Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent CalWest of any material portion of the benefits anticipated by Parent CalWest to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Cabot Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders shareholders of Cabot (regardless of any recommendation of the Company Board of DirectorsDirectors of Cabot) or in respect of which vote or consent of the Stockholder shareholder is requested or sought.

Voting Arrangements. (a) The Stockholder agrees thatFor a period of thirty (30) months from the date hereof (the “Special Rights Period”), during subject to Section 2.03(b) (in respect of the business or the operations of GlassBridge Asset Management, LLC and its Subsidiaries), Section 2.03(c) and Section 2.03(e), and as the Special Rights (as defined below) may be reinstated pursuant to the terms of, and for such period of time as set forth in, the Assignment and Assumption Agreement, in addition to any vote or consent of the Board or the Stockholders required by Applicable Law, without ORIX Approval, the Company shall not, and, to the extent specifically provided below, shall cause each of its Subsidiaries not to (the “Special Rights”): (i) amend, modify or waive the Certificate of Incorporation or By-laws; (ii) (1) make any material change to the nature of the business as conducted by the Company as of the date of this Agreement is in effect, at or (2) enter into any meeting business other than the business as conducted by the Company as of the stockholders date of this Agreement; (iii) (1) issue or sell Capital Stock of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities Subsidiary of the Company pursuant to a merger, consolidation any Person or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer (2) enter into or similar effect any transaction or series of related transactionstransactions involving the repurchase, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws redemption or other proposal, action or transaction involving acquisition of Capital Stock of the Company or any Subsidiary of the Company Stockholdersfrom any Person, which amendment in each case, other than pursuant to and in accordance with the terms of this Agreement; (iv) incur any indebtedness, pledge or grant Liens except for Permitted Liens on any assets or guarantee, assume, endorse or otherwise become responsible for the obligations of any other proposalPerson, action except (1) in the ordinary course of business consistent with past practice or (2) in any arm’s length transaction could reasonably be expected providing debt financing to prevent the Company or materially impede one of its Subsidiaries; (v) make any loan, advance or delay capital contribution to any Person, except (1) in the consummation ordinary course of business consistent with past practice or (2) in any arm’s length transaction providing debt financing to the Company or one of its Subsidiaries; (vi) appoint or remove the Company’s auditors or make any changes in the accounting methods or policies of the OfferCompany (other than as required by GAAP); (vii) enter into, amend in any material respect, waive or terminate any Related Party Agreement (other than, for the Merger or the other transactions contemplated avoidance of doubt, any purchase(s) of Common Stock by the Merger Agreement or the consummation of the transactions ORIX as contemplated by this Agreement or to deprive Parent otherwise), other than in the ordinary course of business consistent with past practice; (viii) enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any assets and/or equity interests of any Person, other than in the ordinary course of business consistent with past practice; (ix) enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company of any assets (other than sales in the ordinary course of business); (x) establish a Subsidiary or enter into any joint venture or similar business arrangement; (xi) enter into or amend any material portion term of (1) any employment agreement or arrangement with any senior employee, (2) the compensation (including salary, bonus, deferred compensation or otherwise) or benefits of any senior employee, (3) any stock option, employee stock purchase or similar equity-based plans, (4) any benefit, severance or other similar plan or (v) any annual bonus plan or any management equity plan, in all such cases except in the ordinary course of business consistent with past practice; (xii) settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability of a third party or agree to the provision of any equitable relief by the Company; (xiii) initiate or consummate an Initial Public Offering or make a public offering and sale of Common Stock or any other securities; (xiv) make any investments in any other Person other than in the ordinary course of business consistent with past practice; (xv) dissolve, wind-up or liquidate the Company or initiate a bankruptcy proceeding involving the Company; or (xvi) authorize or enter into any binding agreement or commitment with respect to any of the benefits anticipated by Parent foregoing. (b) Nothing contained in Section 2.03(a) is intended to be received from or shall give ORIX, directly or indirectly, the consummation right to control or direct the business or the operations of GlassBridge Asset Management, LLC and its Subsidiaries, and the Company and each of the OfferStockholders agree that the Company shall cause GlassBridge Asset Management, LLC and its Subsidiaries to conduct their business in the Merger ordinary course of business (consistent with past practice and good industry practice). (c) Notwithstanding anything contained in paragraphs (iv), (v), (vii), (viii), (ix), (xi), (xii) and (xiv) of Section 2.03(a) to the contrary, ORIX Approval shall not be required for any expenditures, commitments or other obligations of the other Company that would otherwise require ORIX Approval pursuant to such paragraphs of Section 2.03(a) if such expenditures, commitment or similar obligations in a single transaction or series of related transactions contemplated or in the aggregate for the current Fiscal Year are less than $500,000 at the time such expenditure, commitment or similar obligation is made, as reasonably calculated by the Merger Agreement Company; provided that solely with respect to paragraphs (vii) and (ix), no single transaction or series of related transactions may exceed $250,000 during a Fiscal Year. (d) Notwithstanding anything to the contrary in this Agreement, or change in any manner commencing upon the voting rights of Company Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders (regardless of any recommendation expiration of the Company Board of Directors) or Special Rights Period, in respect of which addition to any vote or consent of the Stockholder Board or the Stockholders required by Applicable Law, without ORIX Approval, the Company shall not, and shall cause each of its Subsidiaries not to, take any action which is requested designed to, or soughtcould reasonably be expected to, disproportionately and adversely affect the rights of ORIX with respect to its Capital Stock in favor of GlassBridge with respect to its Capital Stock or any other Person who at such time holds or is being issued Capital Stock, in any material manner (the “Minority Rights”); provided that if the Special Rights are reinstated (or are never terminated) pursuant to the terms of the Assignment and Assumption Agreement, and during such period of time as the Special Rights are reinstated (or remain in effect, to the extent never extinguished) and effective, the Minority Rights shall be suspended (i.e., it is intended that the Minority Rights shall apply and be effective at all times that the Special Rights are not in effect). (e) Notwithstanding anything contained in Section 2.03(a) to the contrary, ORIX Approval shall not be required for any actions that would otherwise require ORIX Approval pursuant to such paragraphs of Section 2.03(a) if such action is taken solely for the purpose of, and in connection with, satisfying the scheduled payment obligations set forth in the Notes, including the sale of assets of the Company. (f) Notwithstanding anything to the contrary in this Agreement, in the event the Ownership Percentage of GlassBridge ceases to be equal to at least twenty (20%) and no GlassBridge Director is serving on the Board, then, in addition to any vote or consent of the Stockholders required by Applicable Law, without the written consent of GlassBridge, the Company shall not, and shall cause each of its Subsidiaries not to, take any action which is designed to, or could reasonably be expected to, disproportionately and adversely affect the rights of GlassBridge with respect to its Capital Stock in favor of ORIX with respect to its Capital Stock or any other Person who at such time holds or is being issued Capital Stock, in any material manner.