Exhibit
10.2


 


EXECUTION
COPY


VOTING
AGREEMENT


                THIS
VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2014 by and between
Aegis Lifestyle, Inc, a Delaware corporation (“Parent”), and Rutabaga Capital Management LLC, a Delaware
limited liability company (“Investment Adviser”).


RECITALS


                A.            Parent,
Morgan Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”),
and ‘mktg, inc.’, a Delaware corporation (the “Company”), have entered into an Agreement
and Plan of Merger of even date herewith (the “Merger Agreement”), pursuant to which Merger Sub will
merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.


                B.            As
an investment adviser with proxy voting privileges, the Investment Adviser is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares of Company
Common Stock as set forth on Schedule A to this Agreement.


                C.            As
a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required the Investment Adviser,
and in order to induce Parent and Merger Sub to enter into the Merger Agreement, the Investment Adviser (solely in the Investment
Adviser’s capacity as investment adviser with proxy voting privileges) has agreed to, enter into this Agreement and vote
the Shares (as hereinafter defined), and take all other actions described herein, on the terms and conditions set forth herein.


                NOW,
THEREFORE, intending to be legally bound, the parties hereto agree as follows:


                1.             Certain
Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them
in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective
meanings:


                                (a)             “Effective
Date” shall mean the date on which the Merger Agreement, in the form provided to the Investment Adviser, has been
executed by all the parties thereto.


                                (b)             “Expiration
Date” shall mean the earliest to occur of such date and time as (i) the Merger Agreement shall have been terminated
in accordance with its terms, (ii) the Merger shall become effective, and (iii) any amendment or change to the Merger Agreement
is effected without the Investment Adviser’s consent that: (A) decreases the Merger Consideration, (B) imposes indemnification
obligations or other liabilities upon the Investment Adviser, or (C) causes the Merger Consideration to be distributed in a manner
which differs from the manner set forth in the Merger Agreement.


                                (c)            “Person”
shall mean any individual, corporation, limited liability company, general or limited partnership, trust, unincorporated association
or other entity of any kind or nature, or any governmental authority.



    	 



    	 



    


                                (d)            “Rights”
shall mean all options, warrants, convertible notes or other instruments, whether owned now or hereafter acquired by a Investment
Adviser prior to the Expiration Date, which permit the holder to acquire Shares.


                                (e)             “Shares”
shall mean (i) all shares of capital stock of the Company (including Company Common Stock), owned beneficially by the Investment
Adviser as an investment adviser with proxy voting privileges as of the date hereof, and (ii) all additional shares of capital
stock of the Company of which the Investment Adviser acquires such beneficial ownership during the period from the date of this
Agreement through the Expiration Date, whether through the exercise of Rights or otherwise (including by way of stock dividend
or distribution, split-up, recapitalization, combination, exchange of shares and the like).


                                (f)             “Trading
Day” shall mean a day when the New York Stock Exchange is open for trading.


                                (g)             “Transfer”.
A Person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly
(i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers (including by merger consolidation or otherwise
by operation of law) or otherwise disposes of such Share or any interest in such Share, voluntarily or involuntarily, or (ii)
enters into an agreement or commitment (whether written or oral) providing for the sale of, pledge of, encumbrance of, assignment
of, grant of an option with respect to, transfer of (including by merger consolidation or otherwise by operation of law) or other
disposition of such Share or any interest therein.


                2.             Transfer
of Shares.


                                (a)             Transfer
Restrictions. From the Effective Date through the Expiration Date (the “Term”), the Investment Adviser
shall not cause or permit any Transfer of any Shares or Rights to be effected except pursuant to the Merger Agreement; provided,
however, that the Investment Adviser may Transfer Shares and cause Shares to be Transferred in the following circumstances: (i) with
respect to Shares beneficially owned by a client of the Investment Adviser, upon direction to the Investment Adviser from such
client (including without limitation upon a reduction of assets under management or termination of the investment advisory relationship);
and (ii) where the failure to do so would reasonably be expected to result in a breach by the Investment Adviser of its fiduciary
duty to its clients (each, a “Permitted Transfer”). Any Shares Transferred pursuant to a Permitted Transfer
shall no longer be considered “Shares” for purposes of this Agreement.


                                (b)            Transfer
of Voting Rights. During the Term, the Investment Adviser shall not deposit (or permit the deposit of) any Shares in a voting
trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of the Investment
Adviser under this Agreement with respect to any of the Shares.


                3.             Agreement
to Vote Shares.


                                (a)             During
the Term, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on
every action or approval by written consent of the stockholders of Company, the Investment Adviser (solely in the Investment Adviser’s
capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote the Shares:



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                                                 (i)            in
favor of the adoption of the Merger Agreement and approval of the Merger, and in favor of each of the other actions contemplated
by the Merger Agreement;


                                                 (ii)           against
approval of any proposal made in opposition to, or in competition with, consummation of the Merger or any other transactions contemplated
by the Merger Agreement; and


                                                 (iii)          against
any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or
adversely affect the Merger or any other transactions contemplated by the Merger Agreement.


                                (b)             During
the Term, the Investment Adviser shall appear at the Company Stockholders Meeting or otherwise cause the Shares to be counted
as present thereat for purposes of establishing a quorum.


                                (c)             During
the Term, the Investment Adviser shall not enter into any agreement or understanding with any Person to vote or give instructions
in any manner inconsistent with the terms of this Section 3.


                4.             Agreement
Not to Exercise Appraisal Rights. During the Term, the Investment Adviser shall not exercise any rights under Section 262
of the DGCL to demand appraisal of any Shares that may arise with respect to the Merger.


                5.             Investment
Advisory Capacity. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or shall
require the Investment Adviser to attempt to) limit or restrict the Investment Adviser in its capacity as investment adviser in
exercising its fiduciary duties to its clients.


                6.             Irrevocable
Proxy. Concurrently with the execution of this Agreement, the Investment Adviser shall deliver to Parent a proxy in the form
attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent
permissible by law, with respect to the Shares during the Term.


                7.             No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership
or incidence of ownership of or with respect to any Shares or Rights. All rights, ownership and economic benefits of and relating
to the Shares and Rights shall remain vested in and belong to the applicable clients of the Investment Adviser, and Parent shall
have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations
of the Company or exercise any power or authority to direct the Investment Adviser or any client of the Investment Adviser in
the voting of any of the Shares or Rights, except as otherwise provided herein.



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                8.             Representations
and Warranties of the Investment Adviser. The Investment Adviser makes the following representations as of the date of this
Agreement:


                                (a)            Power;
Binding Agreement. The Investment Adviser has full power and authority to execute and deliver this Agreement and the Proxy,
to perform the Investment Adviser’s obligations hereunder and to consummate the transactions contemplated hereby subject
to the ongoing rights of each Investment Adviser’s clients to exercise or delegate proxy voting authority and withdraw assets
(including Shares) from the Investment Adviser. The execution, delivery and performance by the Investment Adviser of this Agreement,
the performance by the Investment Adviser of its obligations hereunder and the consummation by the Investment Adviser of the transactions
contemplated hereby have been duly and validly authorized by the Investment Adviser and no other actions or proceedings on the
part of the Investment Adviser are necessary to authorize the execution and delivery by it of this Agreement, the performance
by the Investment Adviser of its obligations hereunder or the consummation by the Investment Adviser of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Investment Adviser, and, assuming this Agreement constitutes
a valid and binding obligation of Parent, constitutes a valid and binding obligation of the Investment Adviser, enforceable against
the Investment Adviser in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (ii) rules of law governing specific performance and other equitable remedies. 


                                (b)            No
Conflicts. Except for filings under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of,
any Governmental Entity is necessary for the execution by the Investment Adviser of this Agreement, the performance by the Investment
Adviser of its obligations hereunder and the consummation by the Investment Adviser of the transactions contemplated hereby. None
of the execution and delivery by the Investment Adviser of this Agreement, the performance by the Investment Adviser of its obligations
hereunder or the consummation by the Investment Adviser of the transactions contemplated hereby will (i) conflict with or result
in any breach of any organizational documents applicable to the Investment Adviser, (ii) 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 note, loan agreement,
bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation
of any kind to which the Investment Adviser is a party or by which the Investment Adviser or any of the Investment Adviser’s
properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, judgment, order, statute, rule, or regulation
applicable to the Investment Adviser or any of the Investment Adviser’s properties or assets.


                                (c)            Ownership
of Shares or Rights. The Investment Adviser (i) is the beneficial owner of the Shares and Rights indicated on Schedule
A hereto, all of which are, to the Investment Adviser’s knowledge, free and clear of any liens, adverse claims, charges,
security interests, pledges or options, proxies, voting trusts or agreements, rights of first refusal, rights of first option,
similar understandings or similar agreements (whether written or oral) or any other rights or encumbrances whatsoever, to the
extent imposed upon the Investment Adviser or to which the Investment Adviser is a party, (“Encumbrances”)
(except any Encumbrances disclosed on Schedule A attached hereto or arising under securities laws or arising hereunder), and (ii)
does not own, beneficially or otherwise, any securities of the Company other than the Shares and Rights indicated on Schedule
A of this Agreement.



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                                (d)            Absence
of Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge
of the Investment Adviser, threatened against or affecting, the Investment Adviser or any of its or his properties or assets that
could reasonably be expected to impair the ability of the Investment Adviser to perform its obligations hereunder or to consummate
the transactions contemplated hereby on a timely basis.


                                (e)            No
Finder’s Fees. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s,
financial adviser’s or other similar fee or commission in connection with the transactions contemplated by the Merger Agreement
or this Agreement as a result of arrangements made by or on behalf of the Investment Adviser in such Investment Adviser’s
capacity as such.


                                (f)            Reliance
by Parent. The Investment Adviser understands and acknowledges that Parent is entering into the Merger Agreement in reliance
upon the Investment Adviser’s execution and delivery of this Agreement.


                9.             Notification.
The Investment Adviser agrees to promptly notify Parent of any development occurring during the Term that causes, or that would
reasonably be expected to cause, any breach of any of the representations and warranties of the Investment Adviser set forth herein,
and any Permitted Transfer arising after the date hereof.


                10.            Disclosure.
The Parent may accurately publish and disclose in all documents and schedules filed with the SEC, and any press release or other
disclosure document that Parent determines to be necessary or desirable in connection with the Merger and any transactions related
to the Merger, the Investment Adviser’s identity and number of Shares and Rights and the nature of the Investment Adviser’s
commitments, arrangements and understandings under this Agreement; provided, that Parent shall, and shall use its reasonable best
efforts to cause the Company to, provide such Investment Adviser and its counsel with a reasonable opportunity to review and comment
on such disclosure and Parent shall, and shall use its reasonable best efforts to cause the Company to, consider in good faith
any comments reasonably proposed by such Investment Adviser and/or its counsel.


                11.            Further
Assurances. Subject to the terms and conditions of this Agreement, the Investment Adviser shall use commercially reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such Investment
Adviser’s obligations under this Agreement. Subject to the other provisions of this Agreement (including Section 5), the
Investment Adviser shall take no action to impede or prevent the performance of Investment Adviser’s obligations hereunder,
or the transactions contemplated by the Merger Agreement.


                12.            Termination.
This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding
the foregoing, nothing set forth in this Section 12 or elsewhere in this Agreement shall relieve either party hereto from liability,
or otherwise limit the liability of either party hereto, for any breach of this Agreement.



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                13.            Miscellaneous.


                                 (a)            Binding
Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of Law or otherwise),
without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall
be null and void.


                                 (b)            Amendments;
Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an
instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on
behalf of the party waiving compliance.


                                 (c)            Specific
Performance. The parties hereto agree that irreparable damage would occur to Parent in the event that the provisions contained
in this Agreement were not performed by the Investment Adviser in accordance with its specific terms or were otherwise breached
by the Investment Adviser. It is accordingly agreed that Parent shall be entitled to an injunction or injunctions, without the
posting of any bond, to prevent breaches of this Agreement by the Investment Adviser and to enforce specifically the terms and
provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.


                                 (d)            Notices.
All notices, requests, demands, consents and communications necessary or required under this Agreement shall be delivered by hand
or sent by registered or certified mail, return receipt requested, by overnight prepaid courier or by facsimile (receipt confirmed),
if to Investment Adviser, to the address set forth on the signature page hereof, and if to Parent, to:


                                 Parent:


                                                  Scott
Hughes

                                                  General
Counsel

                                                  Aegis
Lifestyle, Inc.

                                                  150
East 42nd Street

                                                  New
York, NY 10017

                                                  E-Mail
Address: Scott.Hughes@dentsuaegis.com



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with
a copy to:


                                                  Moses
& Singer LLP

                                                  Attention:
Dean Swagert, Esq.

                                                  The
Chrysler Building

                                                  405
Lexington Avenue

                                                  New
York, New York 10174-1299

                                                  Fax
No.: 212-554-7700

                                                  E-mail
Address: dswagert@mosessinger.com


All
such notices, requests, demands, consents and other communications shall be deemed to have been duly given or sent three days
following the date on which mailed, or one day following the date mailed if sent by overnight courier, or on the date on which
delivered by hand or by facsimile transmission (receipt confirmed), as the case may be, and addressed as aforesaid.


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


                                (f)             Third
Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person,
other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement
or any other certificate, document, instrument or agreement executed in connection herewith nor be relied upon other than the
parties hereto and their permitted successors or assigns.


                                (g)             Governing
Law; Consent to Jurisdiction; Venue. This Agreement, and all matters arising out of or relating to this Agreement and any
of the transactions contemplated hereby, including, without limitation, the validity hereof and the rights and obligations of
the parties hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts
made and to be performed entirely in such State (without giving effect to the conflicts of laws provisions thereof). In any action
or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated
by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction
and venue of the Court of Chancery of the State of Delaware; and (b) agrees that all claims in respect of such action or proceeding
may be heard and determined exclusively in the Court of Chancery of the State of Delaware.


                                (h)             Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.



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                                (i)             Rules
of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution
of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.


                                (j)             Entire
Agreement. This Agreement and the documents and instruments and other agreements between the parties hereto as contemplated
by or referred to herein, and other Exhibits hereto constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to
the subject matter hereof.


                                (k)            Severability.
In the event that any one or more of the provisions contained herein is held invalid, illegal or unenforceable in any respect
for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions hereof shall not be in any way impaired or affected (so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party), it being intended that each
of parties’ rights and privileges shall be enforceable to the fullest extent permitted by applicable Laws, and any such
invalidity, illegality and unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction (so long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party). If any court of competent jurisdiction determines that any provision of this Agreement
is invalid, illegal or unenforceable, such court has the power to fashion and enforce another provision (instead of the provision
held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and carries out the intentions of the parties
hereto under this Agreement and, in the event that such court does not exercise such power, the parties hereto shall negotiate
in good faith in an attempt to agree to another provision (instead of the provision held to be invalid, illegal or unenforceable)
that is valid, legal and enforceable and carries out the parties’ intentions to the greatest lawful extent under this Agreement.


                                (l)              Interpretation.


                                                  (i)            Whenever
the words “include,” “includes” or “including” are used in this Agreement they shall be deemed
to be followed by the words “without limitation.” As used in this Agreement, the term “Affiliate” shall
have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.


                                                  (ii)            The
article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement
of the parties hereto and shall not in any way affect the meaning or interpretation of this Agreement.


                                (m)            Expenses.
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring the expenses; provided, however, that the Company will pay the expenses of the Investment Adviser, including the
expenses incurred by the Investment Adviser in connection with the review of this Agreement by its counsel.



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                                (n)            Counterparts.
This Agreement may be executed in two or more counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.


                                (o)            Facsimile.
The delivery of signature pages to this Agreement (in counterparts or otherwise) by facsimile transmission or other electronic
transmission shall be sufficient to bind the parties to the terms and conditions of this Agreement.


[Remainder
of Page Intentionally Left Blank]



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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective duly authorized officers to be
effective as of the date first above written.


	PARENT	 	INVESTMENT
    ADVISER:
	 	 	 
	Aegis
    Lifestyle, Inc.	 	Rutabaga
    Capital Management LLC
	 	 	 
	By:
    _______________________________________________	 	By:
    _________________________________________________
	 	 	 
	Name:
    _____________________________________________	 	Name:
    _______________________________________________
	 	 	 
	Title:
    ______________________________________________	 	Title:
    _______________________________________________
	 	 	 
	 	 	Address:
	 	 	____________________________________________________
	 	 	____________________________________________________
	 	 	____________________________________________________
	 	 	 
	Solely
    with respect to Paragraph 13(m)	 	 
	 	 	 
	‘mktg,
    inc.’	 	 
	 	 	 
	By:
    _______________________________________________	 	 
	 	 	 
	Name:
    _____________________________________________	 	 
	 	 	 
	Title:
    ______________________________________________	 	 




    	 



    	 



    
Schedule
A

Shares or Rights Owned Beneficially 


_______shares
of Common Stock


 


****
VOTING AGREEMENT ****




    	 



    	 



    

EXHIBIT
A


IRREVOCABLE
PROXY


The
undersigned (the “Investment Adviser”) hereby irrevocably (to the fullest extent permitted by law) appoints
the directors on the Board of Directors of Aegis Lifestyle, Inc., a Delaware corporation (“Parent”),
and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution,
to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so and subject to
the terms of the Voting Agreement (defined below)) with respect to all of the shares of capital stock of ‘mktg, inc.’,
a Delaware corporation (the “Company”), that now are or hereafter may be beneficially owned by the Investment
Adviser as an investment adviser with proxy voting privileges, and any and all other shares or securities of the Company issued
or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance
with the terms of this Irrevocable Proxy during the Term (as defined below). Upon the undersigned’s execution of this Irrevocable
Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and, subject to the terms
of the Voting Agreement, the undersigned agrees not to grant any subsequent proxies with respect to the Shares inconsistent with
this Irrevocable Proxy during the Term.


This
Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to
that certain Voting Agreement of even date herewith by and between Parent and the undersigned Investment Adviser (the “Voting
Agreement”), and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of
even date herewith (the “Merger Agreement”), among Parent, Morgan Acquisition Inc., a Delaware corporation
and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub
will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly
owned subsidiary of Parent. In the case of any inconsistency between the Voting Agreement and this Irrevocable Proxy, the terms
of the Voting Agreement shall control and be binding.


As
used herein, the terms “Expiration Date” and “Term” have the meanings set
forth in the Voting Agreement.


The
attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time during
the Term, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent and similar
rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written
consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent
in lieu of such meeting: (i) in favor of the adoption of the Merger Agreement and approval of the Merger, and in favor of each
of the other actions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, or in
competition with, consummation of the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against
any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or
adversely affect the Merger or any other transactions contemplated by the Merger Agreement, in each case, if and only if the Investment
Adviser (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner inconsistent
with the terms of Section 3(a) of the Voting Agreement.



    	 



    	 



    

The
attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter. The undersigned Investment Adviser
may vote the Shares on all other matters.


Any
obligation of the undersigned Investment Adviser hereunder shall be binding upon the successors and assigns of the undersigned.


This
Irrevocable Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date.


	Dated:
    __________, 2014	Investment
    Adviser:
	 	 
	 	Rutabaga Capital
    Management LLC
	 	 
	 	By: ______________________________________________________
	 	 
	 	Name: ____________________________________________________
	 	 
	 	Title: _____________________________________________________







*****
IRREVOCABLE PROXY ****