Agreement And Irrevocable Proxy Sample Contracts

Support Agreement and Irrevocable Proxy (March 17th, 2017)

This Support Agreement and Irrevocable Proxy (this "Agreement") is entered into as of March 16, 2017, by and between HITACHI CHEMICAL CO. AMERICA, LTD., a New York corporation ("Purchaser"), and the undersigned stockholder ("Stockholder") of CALADRIUS BIOSCIENCES, INC., a Delaware corporation (the "Company"). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control.

Support Agreement and Irrevocable Proxy (March 17th, 2017)

This Support Agreement and Irrevocable Proxy (this "Agreement") is entered into as of March 16, 2017, by and between HITACHI CHEMICAL CO. AMERICA, LTD., a New York corporation ("Purchaser"), and the undersigned stockholder ("Stockholder") of CALADRIUS BIOSCIENCES, INC., a Delaware corporation (the "Company"). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control.

Gaming Partners International Corporation – Pledge and Security Agreement and Irrevocable Proxy (July 2nd, 2015)

THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of June 26, 2015, is made and given by each of the corporations, limited liability companies and limited partnerships party hereto (together with any entity subsequently joining in this Agreement, each a "Grantor" and collectively the "Grantors") in favor of NEVADA STATE BANK, a Nevada state banking corporation (the "Secured Party").

Unique Fabricating – Pledge and Security Agreement and Irrevocable Proxy (September 26th, 2014)

This Pledge and Security Agreement and Irrevocable Proxy ("Agreement") is effective as of March 18, 2013, between UFI ACQUISITION, INC., a Delaware corporation, whose address is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 ("Debtor"), and THE PENINSULA FUND V LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is 500 Woodward Avenue, Suite 2800, Detroit, Michigan 48226 ("Secured Party"), who hereby agree as follows:

Pure Bioscience – Voting Support Agreement and Irrevocable Proxy Parties (August 20th, 2013)

IN WITNESS WHEREOF, this VOTING SUPPORT AGREEMENT AND IRREVOCABLE PROXY has been duly executed by the Parties in San Diego County, California, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

Pure Bioscience – Voting Support Agreement and Irrevocable Proxy Parties (August 20th, 2013)

IN WITNESS WHEREOF, this VOTING SUPPORT AGREEMENT AND IRREVOCABLE PROXY has been duly executed by the Parties in San Diego County, California, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

PARENT Shareholder Agreement and IRREVOCABLE PROXY (August 5th, 2013)

This Shareholder Agreement and Irrevocable Proxy (this "Agreement") is entered into as of August 5, 2013, by and between VTB Holdings, Inc., a Delaware corporation ("VTBH"), and the undersigned shareholder ("Shareholder") of Parametric Sound Corporation, a Nevada corporation ("Parent").

Voting and Support Agreement and Irrevocable Proxy (June 18th, 2013)

This Voting and Support Agreement and Irrevocable Proxy (this Agreement), dated as of June 12, 2013, is entered into by and among Belo Corp., a Delaware corporation (Belo), Gannett Co., Inc., a Delaware corporation (Gannett), and (Stockholder, together with Belo and Gannett, the parties).

Voting and Support Agreement and Irrevocable Proxy (June 18th, 2013)

This Voting and Support Agreement and Irrevocable Proxy (this Agreement), dated as of June 12, 2013, is entered into by and among BELO CORP., a Delaware corporation (Belo), GANNETT CO., INC., a Delaware corporation (Gannett), and [ ] (Stockholder, together with Belo and Gannett, the parties).

Voting and Support Agreement and Irrevocable Proxy (June 18th, 2013)

This Voting and Support Agreement and Irrevocable Proxy (this Agreement), dated as of June 12, 2013, is entered into by and among Belo Corp., a Delaware corporation (Belo), Gannett Co., Inc., a Delaware corporation (Gannett), and (Stockholder, together with Belo and Gannett, the parties).

BioRestorative Therapies, Inc. – Stem Cell Assurance, Inc. Amended and Restated Shareholder Agreement and Irrevocable Proxy (February 15th, 2013)

This Amended and Restated Shareholder Agreement and Irrevocable Proxy is by and between John Krowiak ("Krowiak") and Mark Weinreb ("Weinreb"). Krowiak and Weinreb agree that the 3,000,000 shares of common stock, par value $.001 per share (the "Common Stock"), of Stem Cell Assurance, Inc. (the "Company") transferred by Stem Cell Research Company, LLC ("SCRC") to Krowiak on or about June 6, 2011, together with the additional 3,000,000 shares of Common Stock transferred to Krowiak by SCRC in connection therewith, and any and all shares of capital stock issued in connection with a stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, conversion or similar transaction (collectively, "Shares"), shall be voted as determined by Weinreb.

Pledge Agreement and Irrevocable Proxy (December 19th, 2012)

PLEDGE AGREEMENT, dated as of September 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this "Pledge Agreement"), by and between CIG Properties, LLC, a Delaware limited liability company (the "Pledgor"), and Macquarie Bank Limited, as agent (in such capacity, the "Agent") for itself and for the benefit of the Lenders (as defined in the Credit Agreement referred to below).

BioRestorative Therapies, Inc. – Stem Cell Assurance, Inc. Shareholder Agreement and Irrevocable Proxy (July 11th, 2011)

This Shareholder Agreement and Irrevocable Proxy is by and between Richard M. Proodian ("Proodian") and Mark Weinreb ("Weinreb"). Proodian and Weinreb agree that the 21,522,609 shares of common stock, par value $.001 per share (the "Common Stock"), of Stem Cell Assurance, Inc. (the "Company") owned by Proodian, and any and all shares of capital stock issued in connection with a stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, conversion or similar transaction (collectively, "Shares"), shall be voted as determined by Weinreb.

BioRestorative Therapies, Inc. – Stem Cell Assurance, Inc. Shareholder Agreement and Irrevocable Proxy (May 12th, 2011)

This Shareholder Agreement and Irrevocable Proxy is by and between Stem Cell Research Company, LLC, a Florida limited liability company ("Research"), and Mark Weinreb ("Weinreb"). Research and Weinreb agree that the 67,085,899 shares of common stock, par value $.001 per share (the "Common Stock"), of Stem Cell Assurance, Inc. (the "Company") owned by Research and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by Research (collectively, the "Shares"), shall be voted as determined by Weinreb.

BioRestorative Therapies, Inc. – Stem Cell Assurance, Inc. Shareholder Agreement and Irrevocable Proxy (May 12th, 2011)

This Shareholder Agreement and Irrevocable Proxy is by and between Gloria McConnell ("McConnell") and Mark Weinreb ("Weinreb"). McConnell and Weinreb agree that the 41,034,483 shares of common stock, par value $.001 per share (the "Common Stock"), of Stem Cell Assurance, Inc. (the "Company") owned by McConnell and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by McConnell (collectively, the "Shares"), shall be voted as determined by Weinreb.

Compellent Technologies Inc – Form of Amendment No. 1 to Voting and Support Agreement and Irrevocable Proxy (February 1st, 2011)

This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this Amendment to Support Agreement), dated as of January 31, 2011, by and between Dell International L.L.C., a Delaware limited liability company (Parent), and _____________________ (Stockholder), amends (i) the Voting and Support Agreement, dated as of December 12, 2010, to which Parent and Stockholder are parties (the Support Agreement) and (ii) the Irrevocable Proxy delivered by Stockholder pursuant to the Support Agreement (the Proxy).

Residential Capital, Llc – THIRD AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as Grantors, and GMAC LLC, as Lender Agent (August 7th, 2009)

This THIRD AMENDMENT AGREEMENT (this Agreement) dated as of June 1, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Residential Capital, Llc – SECOND AMENDMENT AGREEMENT to Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 1, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, GMAC INVESTMENT MANAGEMENT LLC, as a Secured Party and GMAC LLC, as Omnibus Agent, as Lender Agent Under the Loan Agreement, as Lender Under the MSR Loan Agreement, as Credit Agent Under the Credit Agreement and as a Secured Party (August 7th, 2009)

This SECOND AMENDMENT AGREEMENT (this Agreement) dated as of June 1, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, GMAC IM), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the Omnibus Agent), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan Agreement, as Credit Ag

Residential Capital, Llc – FOURTH AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as Grantors, and GMAC LLC, as Lender Agent (August 7th, 2009)

This FOURTH AMENDMENT AGREEMENT (this Agreement) dated as of June 5, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Residential Capital, Llc – FIRST AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, and GMAC LLC, as a Secured Party (August 7th, 2009)

This FIRST AMENDMENT AGREEMENT (this Agreement) dated as of June 5, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company (Secured Party or GMAC).

Residential Capital, Llc – Pledge and Security Agreement and Irrevocable Proxy (August 7th, 2009)

THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this Agreement) dated as of June 1, 2009, is among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage); and each other Person that agrees to become a Grantor by executing and delivering a Joinder Agreement pursuant to Section 14 (RAHI, PATI, ResCap, RFC, GMAC Mortgage and each such other Person, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC LLC, a Delaware limited liability company (together with its successors and assigns, GMAC or Secured Party).

Residential Capital, Llc – SECOND AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as Grantors, and GMAC LLC, as Lender Agent (August 7th, 2009)

This SECOND AMENDMENT AGREEMENT (this Agreement) dated as of May 19, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Residential Capital, Llc – FIFTH AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as Grantors, and GMAC LLC, as Lender Agent (August 7th, 2009)

This FIFTH AMENDMENT AGREEMENT (this Agreement), dated as of June 30, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Residential Capital, Llc – SECOND AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, and GMAC LLC, as a Secured Party (August 7th, 2009)

This SECOND AMENDMENT AGREEMENT (this Agreement), dated as of June 30, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company (Secured Party or GMAC).

Residential Capital, Llc – FIRST AMENDMENT AGREEMENT to Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of May 19, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, GMAC INVESTMENT MANAGEMENT LLC, as a Secured Party and GMAC LLC, as Omnibus Agent, as Lender Agent Under the Loan Agreement, as Lender Under the MSR Loan Agreement and as a Secured Party (August 7th, 2009)

This FIRST AMENDMENT AGREEMENT (this Agreement) dated as of May 19, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, GMAC IM), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the Omnibus Agent), as Lender Agent, as Lender under the MSR Loan Agreement and as a Secured Party.

Residential Capital, Llc – THIRD AMENDMENT AGREEMENT to Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 5, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, GMAC INVESTMENT MANAGEMENT LLC, as a Secured Party and GMAC LLC, as Omnibus Agent, as Lender Agent Under the Loan Agreement, as Lender Under the MSR Loan Agreement, as Credit Agent Under the Credit Agreement and as a Secured Party (August 7th, 2009)

This THIRD AMENDMENT AGREEMENT (this Agreement) dated as of June 5, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, GMAC IM), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the Omnibus Agent), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan Agreement, as Credit Age

Residential Capital, Llc – FOURTH AMENDMENT AGREEMENT to Omnibus Pledge and Security Agreement and Irrevocable Proxy Dated as of June 30, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC RESIDENTIAL CAPITAL, LLC RESIDENTIAL FUNDING COMPANY, LLC GMAC MORTGAGE, LLC and Certain of Their Affiliates From Time to Time Parties Hereto, as Grantors, GMAC INVESTMENT MANAGEMENT LLC, as a Secured Party and GMAC LLC, as Omnibus Agent, as Lender Agent Under the Loan Agreement, as Lender Under the MSR Loan Agreement, as Credit Agent Under the Credit Agreement and as a Secured Party (August 7th, 2009)

This FOURTH AMENDMENT AGREEMENT (this Agreement), dated as of June 30, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage and each of RAHI, PATI, ResCap, and RFC, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, GMAC IM), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for the Secured Parties (in such capacity, the Omnibus Agent), as Lender Agent under the Loan Agreement, as Lender under the MSR Loan Agreement, as Credit

Residential Capital, Llc – SECOND AMENDMENT AGREEMENT to First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as of January 14, 2009 by and Among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES THEREOF PARTY HERETO, as Grantors, WELLS FARGO BANK, N.A. As First Priority Collateral Agent and GMAC LLC, as Lender and Lender Agent (May 11th, 2009)

This SECOND AMENDMENT AGREEMENT (this Agreement) dated as of January 14, 2009 (the Amendment Effective Date), is by and among Residential Funding Company, LLC, a Delaware limited liability company (RFC), GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage), Residential Capital, LLC (ResCap) and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage and ResCap, a Grantor), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the Lender Agent) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the First Priority Collateral Agent).

Residential Capital, Llc – Pledge and Security Agreement and Irrevocable Proxy (May 11th, 2009)

THIS OMNIBUS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this Agreement) dated as of March 18, 2009, is among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage); and each other Person that agrees to become a Grantor by executing and delivering a Joinder Agreement pursuant to Section 14 (RAHI, PATI, ResCap, RFC, GMAC Mortgage and each such other Person, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); GMAC Investment Management LLC, a Delaware limited liability company (together with its successors and assigns, GMAC IM), as a Secured Party; and GMAC LLC, a Delaware limited liability company, as agent for th

Residential Capital, Llc – FIRST AMENDMENT AGREEMENT to Pledge and Security Agreement and Irrevocable Proxy Dated as of March 18, 2009 by and Among RFC ASSET HOLDINGS II, LLC, PASSIVE ASSET TRANSACTIONS, LLC AND CERTAIN AFFILIATES THEREOF FROM TIME TO TIME PARTY HERETO, as Grantors, and GMAC LLC, as Lender Agent (May 11th, 2009)

This FIRST AMENDMENT AGREEMENT (this Agreement) dated as of March 18, 2009 (the Amendment Effective Date), is by and among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors), and the other parties hereto as Grantors (each, together with each Borrower and each Guarantor, a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Lender Agent for the Lender Parties.

Residential Capital, Llc – THIRD AMENDMENT AGREEMENT to First Priority Pledge and Security Agreement and Irrevocable Proxy Dated as of January 30, 2009 by and Among RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER AFFILIATES THEREOF PARTY HERETO, as Grantors, WELLS FARGO BANK, N.A. As First Priority Collateral Agent and GMAC LLC, as Lender and Lender Agent (May 11th, 2009)

This THIRD AMENDMENT AGREEMENT (this Agreement) dated as of January 30, 2009 (the Amendment Effective Date), is by and among Residential Funding Company, LLC, a Delaware limited liability company (RFC), GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage), Residential Capital, LLC (ResCap), DOA Holding Properties, LLC (DOA), and the other parties hereto as Grantors (each, together with RFC, GMAC Mortgage, ResCap and DOA, a Grantor), GMAC LLC, a Delaware limited liability company, in its capacity as Lender and as agent for the Lenders (in such capacity, the Lender Agent) and Wells Fargo Bank, N.A., as first priority collateral agent (in such capacity, the First Priority Collateral Agent).

Residential Capital, Llc – Pledge and Security Agreement and Irrevocable Proxy (February 27th, 2009)

THIS PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY (this Agreement) dated as of November 20, 2008, is among RFC Asset Holdings II, LLC, a Delaware limited liability company (RAHI), and Passive Asset Transactions, LLC, a Delaware limited liability company (PATI; and together with RAHI, each a Borrower and collectively, the Borrowers); Residential Capital, LLC, a Delaware limited liability company (ResCap), Residential Funding Company, LLC, a Delaware limited liability company (RFC), and GMAC Mortgage, LLC, a Delaware limited liability company (GMAC Mortgage; and together with ResCap and RFC, each herein a Guarantor and collectively, the Guarantors); and each other Person that agrees to become a Grantor by executing and delivering a Joinder Agreement pursuant to Section 12 (each Borrower, each Guarantor and each such other Person, together with any successors and assigns, is herein a Grantor and collectively, the Grantors); and GMAC LLC, a Delaware limited liability company, as Len

Mobius Management Systems – Voting Agreement and Irrevocable Proxy (April 12th, 2007)

This Voting Agreement and Irrevocable Proxy (this "Agreement"), dated as of April 11, 2007, is entered into by and among Allen Systems Group, Inc., a Delaware corporation (the "Parent"), ASG M&A, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the "Purchaser"), Mobius Management Systems, Inc., a Delaware corporation (the "Company"), and each of the individuals set forth in Schedule I to this Agreement (referred to herein individually as a "Stockholder", and collectively as the "Stockholders").

Voting Agreement and Irrevocable Proxy (December 27th, 2006)

This Voting Agreement and Irrevocable Proxy dated as of December 26, 2006 (this "Agreement") is among each of the individuals or entities listed on a signature page hereto (each, a "Shareholder") and Cenveo, Inc., a Colorado corporation ("Parent"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the "Merger Agreement") among Parent, Mouse Acquisition Corp., a Virginia corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Cadmus Communications Corporation, a Virginia corporation (the "Company").

Maxco – Voting Agreement and Irrevocable Proxy (December 18th, 2006)

This VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of December 13, 2006 between Maxco, Inc., a Michigan corporation ("Maxco"), and the other parties who are signatories hereto (the "Shareholders");