Form of Zoran Voting Agreement



 Exhibit 10.1 
 VOTING AGREEMENT 
 THIS VOTING AGREEMENT (this
“Agreement”) is made and entered into as of February 20, 2011 by and between CSR plc, a corporation organized under the laws of the United Kingdom (“Parent”), and the undersigned Stockholder (the
“Stockholder”) of Zoran Corporation, a Delaware corporation (the “Company”). 
 WITNESSETH:

 WHEREAS, Parent, Zeiss Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger
Sub”), and the Company have entered into an Agreement and Plan of Merger of even date herewith (as it may be amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger
Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger and pursuant to which all outstanding shares of capital stock of the Company will be converted into the right to
receive the consideration set forth in the Merger Agreement (the “Merger Consideration”). 
 WHEREAS, the
Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of that number of shares of the outstanding capital stock of the Company, and the holder of
options to purchase such number of shares of capital stock of the Company, in each case, as set forth on the signature page of this Agreement. 
 WHEREAS, as a condition and inducement to the willingness of Parent and the Merger Subs to enter into the Merger Agreement, the Stockholder (in the Stockholder’s capacity as such) has agreed to enter
into this Agreement. 
 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) “Expiration Date” shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VII thereof,
(ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (iii) such date and time as the Merger Agreement shall have been validly amended to provide for a decrease in
the Merger Consideration and (iv) such date and time as (x) the Company Board Recommendation or the Parent Board Recommendation shall have been withdrawn, modified, qualified or amended, in each case in accordance with the provisions of
Section 5.4 of the Merger Agreement, or (y) Parent or the Company, as the case may be, shall have recommended a Takeover Proposal with respect to such party, in each case in accordance with the provisions of Section 5.4 of the Merger
Agreement. 
 (b) “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. 

  
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 (c) “Shares” shall mean (i) all equity securities of the Company
(including all shares of Company Common Stock, Company Preferred Stock and all Company Stock Options and other rights to acquire shares of Company Common Stock) owned by the Stockholder as of the date hereof, and (ii) all additional equity
securities of the Company (including all additional shares of Company Common Stock, Company Preferred Stock and all additional Company Stock Options, warrants and other rights to acquire shares of Company Common Stock) of which the Stockholder
acquires ownership during the period from the date of this Agreement through the Expiration Date (including by way of stock dividend or distribution, split-up, recapitalization, combination, exchange of shares and the like). 

(d) “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, tenders or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the
sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer, tender of or disposition of such Share or any interest therein. 
 2. Transfer of Shares. 
 (a) Transfer Restrictions. The
Stockholder shall not Transfer (or cause or permit the Transfer of ) any of the Shares, or enter into any agreement relating thereto, except (i) by selling already-owned Shares either to pay the exercise price upon the exercise of a Company
Stock Option or to satisfy the Stockholder’s tax withholding obligation upon the exercise of a Company Stock Option, in each case as permitted by any Company Option Plan, (ii) transferring Shares to Affiliates, immediate family members, a
trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family or charitable organizations or upon the death of the Stockholder, provided that, as a condition to
such Transfer, the recipient agrees to be bound by this Agreement and delivers a Proxy (as defined below) in the form attached hereto as Exhibit A, or (iii) with Parent’s prior written consent. Any Transfer, or purported Transfer,
of Shares in breach or violation of this Agreement shall be void and of no force or effect. 
 (b) Transfer of Voting
Rights. The Stockholder shall not deposit (or cause 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 Stockholder
under this Agreement with respect to any of the Shares. 
 3. Agreement to Vote Shares. 

(a) At every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval
by written consent of the stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record
date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent: 







 (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other
actions contemplated by the Merger Agreement and any action required in furtherance thereof; 
 (ii) against approval of any
proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and 

(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated
by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or
substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the
capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Takeover Proposal with respect to the Company, or (F) any other action that is intended, or would
reasonably be expected to, materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. 
 The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and
(iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. 

(b) In the event that a meeting of the stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record of
the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. 
 (c) The Stockholder 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. The Stockholder shall not exercise, and hereby irrevocably and unconditionally
waives, any statutory rights (including under Section 262 of the DGCL) to demand appraisal of any Shares that may arise in connection with the Merger. Notwithstanding the foregoing, nothing in this Section 4 shall constitute, or be
deemed to constitute, a waiver or release by the Stockholder of any claim or cause of action against Parent or the Merger Subs to the extent arising out of a breach of this Agreement or the Merger Agreement by Parent. 

5. Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit
or restrict a Stockholder who is a director or officer of the Company from acting in such capacity or fulfilling the obligations of such office, including by voting, in his capacity as a director of the Company, in the Stockholder’s sole
discretion on any matter (it being understood that this Agreement shall apply to the Stockholder 







 
solely in the Stockholder’s capacity as a Stockholder of the Company), including with respect to Section 5.4 of the Merger Agreement. In this regard, the Stockholder shall not be deemed
to make any agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company, including with respect to Section 5.4 of the Merger Agreement. 

6. Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder 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. 
 7. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent as follows: 
 (a) Power; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Agreement and the Proxy, to perform the Stockholder’s obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and the Merger Subs, constitutes a valid and
binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). 

(b) No Conflicts. None of the execution and delivery by the Stockholder of this Agreement, the performance by the
Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby will (i) result in a violation or breach of any agreement to which the Stockholder is a party or by which the Stockholder
may be bound, including any voting agreement or voting trust, except for violations, breaches or defaults that would not in any material respect impair or adversely effect the ability of the Stockholder to perform its obligations under this
Agreement, or (ii) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Stockholder. 
 (c) Ownership of Shares. The Stockholder (i) is the sole beneficial owner of the shares of Company Common Stock set forth on the signature page of this Agreement, all of which are free
and clear of any liens, adverse claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, understandings or agreements, or any other rights or encumbrances whatsoever (“Encumbrances”),
(ii) is the sole holder of the Company Stock Options that are exercisable for the number of shares of Company Common Stock set forth on the signature page of this Agreement, all of which Company Stock Options and shares of Company Common Stock
issuable upon the exercise of such Company Stock Options are, or in the case of Company Common Stock received upon exercise of an option after the date hereof will be, free and clear of any Encumbrances, and (iii) except as set forth on the
signature page to this Agreement, does not own, beneficially or otherwise, any securities of the Company other than the shares of Company Common Stock or Company Stock Options, and shares of Company








 
Common Stock issuable upon the exercise of such Company Stock Options, set forth on the signature page of this Agreement. 
 (d) Voting Power. The Stockholder has or will have sole voting power with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement. 
 (e) No Finder’s Fees. No broker, investment
banker, financial advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of
the Stockholder in his or her capacity as such. 
 (f) Reliance by Parent. The Stockholder understands and acknowledges
that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. 
 8. Certain Restrictions. The Stockholder shall not, directly or indirectly, take any voluntary action that would make any representation or warranty of the Stockholder contained herein untrue or
incorrect in any material respect. 
 9. Disclosure. The Stockholder shall permit Parent to publish and disclose in all
documents and schedules filed with the SEC, and any press release or other disclosure document that Parent reasonably determines to be necessary or desirable in connection with the Merger and any transactions related to the Merger, the
Stockholder’s identity and ownership of Shares and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement. 
 10. 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. Except
as provided in this Agreement, all rights, ownership and economic benefits relating to the Shares shall remain vested in and belong to the Stockholder. 
 11. Further Assurances. Subject to the terms and conditions of this Agreement, upon request of Parent, the Stockholder 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 Stockholder’s obligations under this Agreement. 
 12. Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in furtherance of this Agreement, the Stockholder
hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares of the Stockholder (and that this Agreement places limits on the voting and transfer of
such Shares). 
 13. Termination. This Agreement and the Proxy, and all rights and obligations of the parties hereunder
and thereunder, shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 13 or elsewhere in this Agreement shall relieve either party hereto
from liability, or otherwise limit the 







 
liability of either party hereto, for any intentional breach of this Agreement prior to such termination. This Section 13 and Sections 1, 5, and 14 (as
applicable) shall survive any termination of this Agreement. 
 14. Miscellaneous. 

(a) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of the other provisions of this Agreement, which will remain in full force and effect. In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties
hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the original intent of the parties hereto with respect to such provision.

 (b) 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, but neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties (whether by
operation of law or otherwise) without prior written consent of the other. 
 (c) 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. 
 (d) Specific Performance; Injunctive Relief. The parties hereto acknowledge that
Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may
be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. 

(e) Notices. Any notice, request, instruction or other communication under this Agreement shall be in writing and delivered
by hand or international courier service, by facsimile (with written confirmation of transmission) or by electronic mail, with a copy thereof delivered or sent as provided below: 







 If to Parent: 
 CSR plc 
 Churchill House 

Cambridge Business Park 
 Cowley Road 
 Cambridge CB4 0WZ 

United Kingdom 

			
	Facsimile:	  	+44 (0) 1223 692005
	Attention:	  	Will Gardiner, Chief Financial Officer; and
		  	Adam Dolinko, Senior Vice President and General Counsel
	E-mail:	  	will.gardiner@csr.com; and
		  	Adam.Dolinko@csr.com

 with a copy to:

 Wilson Sonsini Goodrich & Rosati 
 Professional Corporation 
 650 Page Mill Road 

Palo Alto, California 94304-1050 
 Attention: David J. Segre 
 Telephone No.: (650) 493-9300 

Telecopy No.: (650) 493-6811 
 If to the Stockholder: 
 c/o Zoran Corporation 

1390 Kifer Road 

Sunnyvale, California 94086 
 United States of America 

			
	Facsimile:	  	+1 408 523 6501
	Attention:	  	General Counsel
	Email:	  	chris.denten@zoran.com

  







 with a copy to: 
 Jones Day 
 1755 Embarcadero Road 

Palo Alto, California 94303 

			
	Facsimile:	  	+1 650 739 3900
	Attention:	  	 Daniel R. Mitz
 Christopher
J. Hewitt

		  	Timothy Curry
	E-mail:	  	drmitz@jonesday.com
		  	cjhewitt@jonesday.com
		  	tcurry@jonesday.com

 (f) 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. 
 (g) No Third Party Beneficiaries. This Agreement is not intended to confer and
does not confer upon any person other than the parties hereto any rights or remedies hereunder. 
 (h) Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 

(i) Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America of the District of Delaware), and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby, and each of the parties hereby
irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States
of America of the District of Delaware), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be
unavailable, the Federal courts of the United States of America of the District of Delaware), and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America of the District
of Delaware), and (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to 







 
the maintenance of such action or proceeding in Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of
America sitting in the State of Delaware). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14(e). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any
other manner permitted by Law. 
 (j) Rules of Construction. The parties hereto hereby 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. 

(k) Entire Agreement. This Agreement and the Proxy contain the entire understanding of the parties hereto in respect of the
subject matter hereof, and supersede all prior negotiations, agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. 

(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.”

 (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 or be deemed to affect the meaning or interpretation of this Agreement. 
 (m) Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and
expenses. 
 (n) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an
original, but all of which together shall constitute one and the same agreement. This Agreement shall become effective when each party to this Agreement has received counterparts signed by the other party. 

(o) No Obligation to Exercise Options or Warrants. Notwithstanding any provision of this Agreement to the contrary, nothing
in this Agreement shall obligate the Stockholder to exercise any Company Stock Option, warrant or other right to acquire any shares of Company Common Stock. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the undersigned have executed and caused to be effective this Agreement
as of the date first above written. 
  

									
	CSR PLC	 		  	STOCKHOLDER
			
	By:                           
                                         
         	 		  	By:                          
                                         
       
			
	Name:
                                         
                               	 		  	Name:                          
                                         
  
				
	Title:                          
                                         
        	 		  		  	

  

	
	Shares beneficially owned as of the date hereof:
	
	             shares of Company Common Stock
	
	             shares of Company Common Stock issuable upon exercise of outstanding
options


 **** VOTING AGREEMENT **** 







 EXHIBIT A 

IRREVOCABLE PROXY 
 The undersigned Stockholder (the “Stockholder”) of Zoran Corporation, a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law)
appoints CSR plc, a corporation organized under the laws of the United Kingdom (“Parent”), acting through any of its Chief Executive Officer, Chief Financial Officer or General Counsel, 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) with respect to all of the shares of capital stock of
the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or equity 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 until the Expiration Date (as defined below); provided, however, that such proxy and voting and related rights are expressly limited to the matters
discussed in clauses (i) through (iii) in the fourth paragraph of this Irrevocable Proxy. 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 the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. 
 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 Stockholder (the “Voting Agreement”), and is granted as a condition and inducement to the willingness of Parent, Zeiss Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent
(“Merger Sub”) to enter into that certain Agreement and Plan of Merger of even date herewith (as it may be amended from time to time, the “Merger Agreement”), among Parent, Merger Sub and the Company. The Merger
Agreement provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger and pursuant to which all outstanding shares of
capital stock of the Company will be converted into the right to receive the consideration set forth in the Merger Agreement (the “Merger Consideration”). 
 As used herein, the term “Expiration Date” shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article
VII thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (iii) such date and time as the Merger Agreement shall have been validly amended to provide for
a decrease in the Merger Consideration and (iv) such date and time as (x) the Company Board Recommendation or the Parent Board Recommendation shall have been withdrawn, modified, qualified or amended, in each case in accordance with the
provisions of Section 5.4 of the Merger Agreement, or (y) Parent or the Company, as the case may be, shall have recommended a Takeover Proposal with respect to such party, in each case in accordance with the provisions of Section 5.4
of the Merger Agreement. 







 The attorneys and proxies named above, and each of them, are hereby authorized and empowered
by the undersigned, at any time prior to the Expiration Date, 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 in favor of each of the other actions contemplated by the Merger Agreement and
any action required in furtherance thereof; 
 (ii) against approval of any proposal made in opposition to, in competition with,
or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and 
 (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation,
business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its
Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the
corporate structure of the Company or any of its Subsidiaries, (E) any Takeover Proposal with respect to the Company or (F) any other action that is intended, or would reasonably be expected to, materially impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. 
 The
attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter. The undersigned Stockholder may vote the Shares in its sole discretion on all other matters. 

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

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

 

							
	Dated: February     , 2011	 		  	STOCKHOLDER
			
		 		  	By:                          
                                         
               
			
		 		  	Name:                          
                                         
           

 ***** IRREVOCABLE PROXY ****