INSTRUMENT OF ACCESSION
The undersigned, by execution of this instrument of accession as of this
19th day of December, 2000, hereby agrees to become a party to, and to be bound
by, as if it had been an original signatory thereto, the Amended and Restated
Stockholders' Agreement (the "Stockholders' Agreement") dated as of December 11,
2000, by and among Infocrossing, Inc. ("Infocrossing") DB Capital Investors,
L.P., ("DB Capital") Sandler Capital Partners V, L.P., Sandler Internet
Partners, L.P., Sandler Co-Investment Partners, L.P., (the "Sandler Entities")
the Management Stockholders listed on Schedule A thereto and the Non-Management
Stockholders listed on Schedule B thereto and to the Registration Rights
Agreement (the "Registration Rights Agreement") by and among Infocrossing, DB
Capital, the Sandler Entities and Zach Lonstein, a resident of the State of New
York, dated as of May 10, 2000.
This Instrument of Accession shall take effect and shall become a part of
the Stockholders Agreement and Registration Rights Agreement immediately upon
execution.
Executed as of the date set forth above under the laws of the State of New
York, United States of America, without reference to the conflict of laws
principles thereof.
SANDLER CAPITAL PARTNERS V FTE, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM Corp.,
a General Partner
By: /s/ Moira Mitchell
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Name: Moira Mitchell
Title: President
