Exhibit
10.2

    


    VOTING
AND SUPPORT AGREEMENT

    


    AGREEMENT,
dated April 14, 2010 (this “Agreement”), by and among Saratoga Investment
Advisors, LLC (“Saratoga”), GSCP (NJ), L.P. (“GSCP”), GSC CDO III L.L.C. (“GSC
CDO”) and the individuals and entities set forth on Schedule I and
signatory hereto (together with GSCP and GSC CDO, the
“Shareholders”).

     

    W I T N E S S E T
H:

    


    WHEREAS,
concurrently herewith, GSC Investment Corp. (the “Company”), Saratoga and CLO
Partners LLC (together with Saratoga, the “Saratoga Affiliates”) are entering
into (i) a Stock Purchase Agreement (as such agreement may hereafter be amended
from time to time, the “Stock Purchase Agreement”) pursuant to which such
entities and individuals will, if all conditions to Closing thereunder are
satisfied or appropriately waived, purchase (the “Stock Purchase”) a number of
shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), and (ii) other agreements related to the recapitalization of the
Company (the “Transaction”);

     

    WHEREAS,
each of the Shareholders owns of record or beneficially shares (the “Shares”) of
the Company’s Common Stock;

     

    WHEREAS,
as an inducement and a condition to entering into the Stock Purchase Agreement
and all other agreements related to the Transaction, the Saratoga Affiliates
desire that the Shareholders agree, and the Shareholders are willing to agree,
to enter into this Agreement and support matters contemplated by the Stock
Purchase Agreement; and

     

    WHEREAS,
capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Stock Purchase Agreement;

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

     

    1.           Provisions Concerning
Shares.  (a) Each Shareholder hereby agrees that during the
period commencing on the date hereof and continuing until this provision
terminates pursuant to Section 5 hereof, at any meeting of the holders of shares
of Common Stock, however called, or in connection with any written consent of
the holders of shares of Common Stock, such Shareholder shall vote (or cause to
be voted) the Shares held of record or Beneficially Owned (as defined below) by
such Shareholder, whether heretofore owned or hereafter acquired, (i) in favor
of the Stock Purchase Agreement, all related agreements contemplated by the
Transaction and any actions required in furtherance thereof and hereof,
including the Company Stockholder Proposals; and (ii) except as otherwise agreed
to in writing in advance by Saratoga, against the following actions (other than
the transactions contemplated by the Stock Purchase Agreement or related
agreements contemplated by the Transaction): (A) any Acquisition Proposal; provided, however, that each
Shareholder shall not be barred from voting or consenting in favor of an


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Acquisition
Proposal, or from entering into a voting agreement containing terms that are
substantially the same as those contained herein (including termination
concurrent with the termination of any related stock purchase agreement,
agreement and plan of merger or similar transaction agreement) with any Third
Party that submits an Acquisition Proposal, that, in accordance with Section
7.03 of the Stock Purchase Agreement, the Board of Directors of the Company has
determined is a Superior Proposal and in connection therewith the Board of
Directors of the Company has made an Adverse Recommendation Change; or (B) any
change in the present capitalization of the Company or any amendment of the
Company’s charter; which, in the case of each of the matters referred to in this
clause (B), is intended to impede, interfere with, delay, postpone, or
materially adversely affect the Stock Purchase and the transactions contemplated
by this Agreement and the Stock Purchase Agreement.  Except as
provided herein, no Shareholder, in their capacity as such, shall enter into, or
engage in the negotiation of, any agreement or understanding with any person the
effect of which would be inconsistent or violative of the provisions and
agreements contained in Section 1 or 2 hereof unless and until this Agreement
has been terminated in accordance with the provisions of Section 5
hereof.  For purposes of this Agreement, “Beneficially Own” or
“Beneficial Ownership” with respect to any securities shall mean having
“beneficial ownership” of such securities (as determined pursuant to
Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), including pursuant to
any agreement, arrangement or understanding, whether or not in
writing.  Without duplicative counting of the same securities by the
same holder, securities Beneficially Owned by a person shall include securities
Beneficially Owned by all other persons with whom such person would constitute a
“group” as within
the meaning of Section 13(d)(3) of the Exchange Act.

     

    (b)         In
the event of a stock dividend or distribution, or any change in the outstanding
number of shares of Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term “Shares”
shall be deemed to refer to and include the Shares as well as all such shares of
Common Stock issued pursuant to such dividends and distributions and any shares
of Common Stock into which or for which any or all of the Shares may be changed
or exchanged.

     

    2.           Other Covenants,
Representations and Warranties.  Each Shareholder, severally
and not jointly, hereby agrees, represents and warrants as to himself, herself
or itself to Saratoga as follows:

     

    (a)          Ownership of
Shares.  Each Shareholder is the record and/or Beneficial Owner
of the number of shares set forth opposite such Shareholder’s name on Schedule I
hereto.  On the date hereof, such Shares constitute all of the shares
of Common Stock owned of record or Beneficially Owned by such
Shareholder.  Except as set forth on Schedule I, and,
except with respect to any Shareholder that is an entity, any such power that
may be deemed to be shared with any Person controlling such entity, such
Shareholder has with respect to the Shares Beneficially Owned by such
Shareholder sole voting power and sole power to issue instructions with respect
to the matters set forth in Section 1 hereof (in both cases, including any
Shares subject to any pledge or encumbrance in effect on the date hereof, and as
such pledge or encumbrance may be modified or replaced after the date hereof, as
set forth on Schedule
I hereto), sole power of disposition, sole power of conversion, sole
power to demand appraisal rights and, subject to the receipt of any required
governmental approvals, sole power to agree to

     

     

    
      
         

      

      
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    all of
the matters set forth in this Agreement, in each case with respect to all such
Shares Beneficially Owned by such Shareholder, with no limitations,
qualifications or restrictions on such rights.

     

    (b)         Power: Binding
Agreement.  Such Shareholder has all necessary power and
authority (if an entity) or competence (if a natural person) to execute, deliver
and perform this Agreement.  The execution, delivery and performance
of this Agreement by such Shareholder will not violate any other agreement to
which such Shareholder is a party including, without limitation, any voting
agreement, shareholders agreement, pledge agreement or voting
trust.  The execution and delivery of this Agreement by such
Shareholder, the performance by such Shareholder of its obligations hereunder
and the consummation by such Shareholder of the transactions contemplated hereby
have been duly authorized in the case of such Shareholder who is not a natural
person by all requisite action on the part of such Shareholder, and no other
corporate or other proceedings on the part of such Shareholder are necessary to
approve this Agreement and to consummate the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by such Shareholder, enforceable against such Shareholder in
accordance with its terms.

     

    (c)         No
Conflicts.  (A) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Shareholder and, the
consummation by such Shareholder of the transactions contemplated hereby (other
than in respect of disclosures required by securities laws) and (B) none of the
execution and delivery of this Agreement by such Shareholder, the consummation
by such Shareholder of the transactions contemplated hereby or compliance by
such Shareholder with any of the provisions hereof shall (1) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any pledge, note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Shareholder is a party or by
which such Shareholder or any of such Shareholder’s properties or assets may be
bound that would reasonably be expected to prevent such Shareholder from
performing his, her or its obligations under this Agreement, or (2) violate any
order, writ, injunctions decree, judgment, order, statute, rule or regulation
applicable to such Shareholder or any of such Shareholder’s properties or
assets.

     

    (d)         Restriction on Transfer,
Proxies and Non-Interference.  Such Shareholder shall not,
directly or indirectly, during the period commencing on the date hereof and
continuing until this provision terminates pursuant to Section 5
hereof:  (i) except (A) as contemplated by the Stock Purchase
Agreement or any related agreement contemplated by the Transaction or (B) as a
result of the operation of law, including bankruptcy or foreclosure, or (C) for
estate planning purposes, offer for sale, sell, transfer, tender, pledge,
encumber, assign (other than any pledge or encumbrance in effect on the date
hereof, and as such pledge or encumbrance may be modified, replaced or
foreclosed upon after the date hereof, and which aggregate number of such Shares
subject to such pledge or encumbrance are set forth on Schedule I hereto) or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment (other than any pledge or encumbrance in
effect on the date hereof, and as such pledge or encumbrance may 

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    be
modified, replaced or foreclosed upon after the date hereof, and which aggregate
number of such Shares subject to such pledge or encumbrance are set forth on
Schedule I
hereto) or other disposition of, any or all of their Shares (provided, however, that in the
cases of subclauses (i)(B) (other than in the case of bankruptcy or foreclosure)
or (C), any such permitted transferee shall execute and deliver a joinder
agreement, in a form and substance reasonably satisfactory to Saratoga, pursuant
to which such permitted transferee agrees to be bound by the terms of this
Agreement in connection with the Shares or other interest transferred); (ii)
except as contemplated by this Agreement, grant any proxies or powers of
attorney, deposit any Shares Beneficially Owned by such Shareholder into a
voting trust or enter into a voting agreement with respect to any Shares; or
(iii) take any action that would make any of its representations or warranties
contained herein untrue or incorrect or have the effect of preventing such
Shareholder from performing his, her or its obligations under this Agreement, in
each case, except for the transactions contemplated by the Stock Purchase
Agreement or any related agreement contemplated by the Transaction; provided, however, that,
notwithstanding the foregoing provisions of this paragraph 2(d), no existing
pledge or encumbrance, as listed on Schedule I hereto, as
such pledge or encumbrance may be modified or replaced after the date hereof,
may eliminate the relevant Shareholder’s ability to vote such Shares pursuant to
the terms of this Agreement or interfere with such Shareholder’s ability to vote
such Shares.

     

    (e)         Fiduciary
Responsibilities.  Such Shareholder makes no agreement or
understanding herein in his or her capacity as a director or officer of the
Company.  Without limiting the generality of the foregoing, such
Shareholder (or a designee of such Shareholder) is executing this Agreement
solely in his or her capacity as a record and/or Beneficial Owner of
Shareholder’s Shares and nothing herein shall limit or affect any actions taken
by such Shareholder (or a designee of such Shareholder) in his or her capacity
as an officer or director of the Company in exercising his or her or the
Company’s or the Company’s Board of Directors’ rights or obligations in
connection with the Stock Purchase Agreement or otherwise and such actions shall
not be deemed to be a breach of this Agreement.

     

    3.           Further
Assurances.  Each Shareholder will execute and deliver, or
cause to be executed and delivered, all further documents and instruments and
use his, her or its commercially reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations, to consummate and make
effective the transactions contemplated by this Agreement.

     

    4.           Stop
Transfer.  Each Shareholder agrees with, and covenants to,
Saratoga that such Shareholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing the Shares, unless such transfer is made in compliance with this
Agreement.

     

    5.           Termination.  Except
as otherwise provided herein, this Agreement, including the covenants and
agreements contained in Sections 1 through 4 hereof with respect to the Shares,
shall terminate on the earlier of: (a) the date that is two months following the
End Date, (b) in the event that the Stock Purchase Agreement is terminated in
accordance with its terms, such termination date, and (c) in the event that the
transactions contemplated by the Stock Purchase Agreement are consummated, at
the Closing.

     

     

    
      
         

      

      
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    6.           Miscellaneous.

     

    (a)          Other Definitional and
Interpretative Provisions.  The words
“hereof”, “herein” and “hereunder” and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.  References to Sections and Schedules are to
Sections and Schedules of this Agreement unless otherwise
specified.  All Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein.  Any capitalized terms used in any Schedule but not otherwise
defined therein, shall have the meaning as defined in this
Agreement.  Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Stock Purchase
Agreement.  Any singular term in this Agreement shall be deemed to
include the plural, and any plural term the singular.  Whenever the
words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or not
they are in fact followed by those words or words of like
import.  References to any agreement or contract are to that agreement
or contract as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.  References to any Person include
the successors and permitted assigns of that Person.

     

    (b)         Entire
Agreement.  (i) This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.

     

     
(ii) The representations, warranties, covenants and agreements contained in this
Agreement made by or relating to any Shareholder listed below are being made
severally by such Shareholder and not jointly by or with any other
Shareholder.

     

    (c)         Assignment.  Except
for any assignment pursuant to a transfer permitted by Section 2(d)(i), this
Agreement shall not be assigned by operation of law or otherwise without the
prior written consent of the other party.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, heirs and permitted assigns.

     

    (d)         Amendments, Waivers,
etc.  This Agreement may not be amended, changed, supplemented,
waived or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by all of the parties
hereto.

     

    (e)         Notices.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered by hand,
or when sent by facsimile transmission (with receipt confirmed by an
electronically generated written confirmation), addressed as follows (or to such
other address as a party may designate by notice to the others):

     

    If to the
Shareholders, to the addresses set forth on the signature pages hereto, with a
concurrent copy to:

     

     

    
      
         

      

      
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              Dechert
      LLP

            
	 
      	
              1095
      Avenue of the Americas

            
	 
      	
              New
      York, NY 10036-6797

            
	 
      	
              Attention:  Scott
      M. Zimmerman

            
	 
      	
              Telecopy
      No.: (212) 698-3599

            
	 
      	 
      
	
              If
      to Saratoga:

            	
              Saratoga
      Investment Advisors, LLC

            
	 
      	
              535
      Madison Avenue

            
	 
      	
              New
      York, NY  10022

            
	 
      	
              Attention:
      Richard A. Petrocelli

            
	 
      	
              Telecopy
      No.: (212) 750-3343

            
	 
      	 
      
	
            	with
      a concurrent copy to:
	 
      	 
      
	 
      	
              Sutherland
      Asbill & Brennan LLP

            
	 
      	
              1275
      Pennsylvania Avenue, N.W.

            
	 
      	
              Washington,
      DC  20004

            
	 
      	
              Attention:
      Steven B. Boehm

            
	 
      	
              Telecopy
      No.: (202) 637-3593

            


    

    


    (f)          Severability.  Whenever
possible, each provision or portion of any provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law but
if any provision or portion of any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or portion of any provision in such jurisdiction,
and this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.

     

    (g)         Survival of Representations
and Warranties.  The representations, warranties and agreements
contained herein shall not survive the termination of this
Agreement.

     

    (h)         Specific
Performance.  Each of the Shareholders recognize and
acknowledge that a breach by he, she or it of any covenants or agreements
contained in this Agreement will cause Saratoga and the Saratoga Affiliates to
sustain damages for which they would not have an adequate remedy at law for
money damages, and therefore each of the Shareholders agree that in the event of
any such breach Saratoga and/or the Saratoga Affiliates shall be entitled to the
remedy of specific performance of such covenants and agreements and injunctive
and other equitable relief in addition to any other remedy to which they may be
entitled, at law or in equity.

     

    (i)          Remedies
Cumulative.  All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by
any party shall
not preclude the simultaneous or later exercise of any other such right, power
or remedy by such party.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (j)          No
Waiver.  The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.

     

    (k)         Binding Effect;
Benefit.  The provisions of this Agreement are intended to
benefit, and shall be enforceable by, each of the Saratoga
Affiliates.  Except with respect to each of the Saratoga Affiliates,
no provision of this Agreement is intended to confer any rights, benefits,
remedies, obligations or liabilities hereunder upon any person or entity other
than the parties hereto.

     

    (l)          Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflict of laws thereof that would require the application of the
law of a different jurisdiction.

     

    (m)        WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN CONNECTION WITH ANY SUCH ACTION, SUIT OR PROCEEDING.

     

    (n)         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which, taken together, shall constitute one and the same
Agreement.

     

    (Remainder of page intentionally left
blank; signature pages follow)

     

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, Saratoga and the Shareholders have caused this Agreement to be
duly executed as of the day and year first above written.

     

    
      	 
      	
              SARATOGA
      INVESTMENT ADVISORS, LLC

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Richard A.
      Petrocelli

            	 
      
	 
      	 
      	
              Name:

            	
              Richard
      A. Petrocelli

            	 
      
	 
      	 
      	
              Title:

            	
              Managing
      Director

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              GSCP
      (NJ), L.P.

            	 
      
	 
      	
              By:
      GSCP (NJ), Inc., as its General Partner

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Eric P.
      Rubenfeld

            	 
      
	 
      	 
      	
              Name:

            	
              Eric
      P. Rubenfeld

            	 
      
	 
      	 
      	
              Title:

            	
              Senior
      Managing Director, General Counsel & Secretary

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              GSC
      CDO III L.L.C.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:
      GSCP (NJ) Holdings, L.P., as its Sole Member

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:
      GSCP (NJ), Inc., as its General Partner

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Eric P.
      Rubenfeld

            	 
      
	 
      	 
      	
              Name:

            	
              Eric
      P. Rubenfeld

            	 
      
	 
      	 
      	
              Title:

            	
              Senior
      Managing Director, General Counsel & Secretary

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              GREENWICH
      STREET

            	 
      
	 
      	
              CAPITAL
      PARTNERS II, L.P.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:
      Greenwich Street Investments II, L.L.C., as its General
      Partner

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Thomas V.
      Inglesby

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      V. Inglesby

            	 
      
	 
      	 
      	
              Title:

            	
              Managing
      Member

            	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    
      [Signature
page to Voting and Support Agreement]

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 
      	
              HANNA
      FRANK INVESTMENTS LLC

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Peter
      Frank

            	 
      
	 
      	 
      	
              Name:

            	
              Peter
      Frank

            	 
      
	 
      	 
      	
              Title:

            	
              Managing
      Member

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              GSC
      SECONDARY INTEREST FUND LLC

            	 
      
	 
      	
              By:  GSC
      Group, Inc., its Sole Member

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Eric P.
      Rubenfeld

            	 
      
	 
      	 
      	
              Name:

            	
              Eric
      P. Rubenfeld

            	 
      
	 
      	 
      	
              Title:

            	
              Senior
      Managing Director, General Counsel & Secretary

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Richard M.
      Hayden

            	 
      
	 
      	 
      	
              Name:

            	
              Richard
      M. Hayden

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Robert F. Cummings,
      Jr.

            	 
      
	 
      	 
      	
              Name:

            	
              Robert
      F. Cummings, Jr.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Steven M.
      Looney

            	 
      
	 
      	 
      	
              Name:

            	
              Steven
      M. Looney

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Charles S. Whitman
      III

            	 
      
	 
      	 
      	
              Name:

            	
              Charles
      S. Whitman III

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ G. Cabell
      Williams

            	 
      
	 
      	 
      	
              Name:

            	
              G.
      Cabell Williams

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    
      [Signature
page to Voting and Support Agreement]

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              Address:

            	
              By:

            	
              /s/ Richard T.
      Allorto

            	 
      
	 
      	 
      	
              Name:

            	
              Richard
      T. Allorto

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Seth M.
      Katzenstein

            	 
      
	 
      	 
      	
              Name:

            	
              Seth
      M. Katzenstein

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              By:

            	
              /s/ Thomas V.
      Inglesby

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      V. Inglesby

            	 
      


    

     

     

     

      
        [Signature
page to Voting and Support Agreement]

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
 

    SCHEDULE
I

    


    Beneficial
Ownership of Shareholders & Encumbrances on Shares