Exhibit
10.12


VOTING AGREEMENT


THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April 12,
2007 (the “Effective Date”), by and among New Wave Group AB (Publ) (“Parent”)
and James C. Towne, a United States citizen (“Stockholder”) and a
stockholder of Cutter & Buck Inc., a Washington corporation (the “Company”).  All references to the “date hereof” shall
mean the Effective Date. Other capitalized terms used but not defined in this
Agreement have the meanings ascribed thereto in the Merger Agreement.


RECITALS:


WHEREAS, the Company, Parent and Newport Acquisition Corporation, a
Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”),
are entering into an Agreement and Plan of Merger (as amended from time to
time, the “Merger Agreement”), dated as of the Effective Date, providing
for, among other things, the merger of Merger Sub with and into the Company,
with the Company continuing as the surviving corporation and wholly owned
subsidiary of Parent (the “Merger”);


WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as
defined below) of, and has the sole right to vote and dispose of, that number
of shares of common stock (the “Company Shares”) of the Company set
forth beside Stockholder’s name on Schedule A hereto; and


WHEREAS, concurrently with the effectiveness of the Merger Agreement,
and as a condition and inducement to the willingness of Parent and Merger Sub
to enter into the Merger Agreement and incur the obligations set forth therein,
Parent has required that Stockholder enter into this Agreement.


NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:


ARTICLE I


DEFINITIONS


Capitalized terms used but not defined in this Agreement are used in
this Agreement with the meanings given to such terms in the Merger Agreement.
In addition, for purposes of this Agreement:


“Affiliate” means, with respect to any specified Person, any
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified. For purposes of this Agreement, with respect to Stockholder, “Affiliate”
shall not include the Company and the Persons that directly, or indirectly
through one or more intermediaries, are controlled by the Company.  For the avoidance of doubt, no officer or
director of the Company shall be deemed an Affiliate of another officer or
director of the Company by virtue of his or her status as an officer or
director of the Company.











“Alternative Transaction” means (i) any transaction of the type
described in the definition of Acquisition Proposal contained in the Merger
Agreement other than the transactions contemplated by the Merger Agreement and
(ii) any other action, agreement or transaction that would reasonably be
expected to hinder, delay, impede, interfere, postpone, discourage, adversely
affect or frustrate the consummation of the transaction contemplated by the
Merger Agreement.


“Beneficially Owned” or “Beneficial Ownership” with
respect to any securities means having beneficial ownership of such securities
(as determined pursuant to Rule 13d-3 under the Exchange Act, disregarding the
phrase “within 60 days” in paragraph (d) (1) (i) thereof), including pursuant
to any agreement, arrangement or understanding, whether or not in writing.
without duplicative counting of the same securities, securities Beneficially
Owned by a Person shall include securities Beneficially Owned by (i) all
controlled Affiliates of such Person, and (ii) all other Persons with whom such
Person would constitute a “group” within the meaning of Section 13(d) of the
Exchange Act and the rules promulgated thereunder.


“Beneficial Owner” with respect to any securities means a Person
that has Beneficial Ownership of such securities.


“Person” means an individual, corporation, limited liability
company, partnership, association, trust or any other entity or organization,
including any Governmental Entity.


“Subject Shares” means, with respect to Stockholder, without
duplication, (i) the Company Shares owned by Stockholder on the date hereof as
described on Schedule A, and (ii) any additional Company Shares acquired
by Stockholder or over which the Stockholder acquires Beneficial Ownership from
and after the date hereof, whether pursuant to existing stock option agreements
or otherwise.


“Transfer” means, with respect to a security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or disposition of such
security or the Beneficial Ownership thereof, the offer to make such sale,
transfer or other disposition, and each option, agreement, arrangement or
understanding, whether or not in writing, to effect any of the foregoing. As a
verb, “Transfer” shall have a correlative meaning.


ARTICLE II


COVENANTS OF
SHAREHOLDER


Section 2.1             Irrevocable
Proxy. Concurrently with the execution of this Agreement, Stockholder
agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A
(the “Proxy”), which shall be irrevocable to the extent provided in
Chapter 23B.07.220 of the Washington Business Corporation Act (the “WBCA”),
with respect to the Subject Shares referred to therein.


Section 2.2             Agreement
to Vote.


(a)           At any meeting of the stockholders of
the Company held prior to the Expiration Date (as defined in Section 5.13),
however called, and at every adjournment or



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postponement thereof
prior to the Expiration Date, or in connection with any written consent of, or
any other action by, the stockholders of the Company given or solicited prior
to the Expiration Date, Stockholder shall vote, or provide a consent with
respect to, all of the Subject Shares entitled to vote or to consent thereon
(i) in favor of adoption and approval of the Merger Agreement and the
transactions contemplated thereby, and any actions required in furtherance
thereof and (ii) against any Alternative Transaction and against any other
action or agreement that would result in a breach in any material respect of
any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or that is intended to impede,
interfere with, delay, postpone or attempt to discourage the consummation of
the transactions contemplated by the Merger Agreement, including without
limitation the Merger.


(b)           Stockholder shall not enter into any
agreement with any Person (other than Parent) prior to the Expiration Date
(with respect to periods prior to or after the Expiration Date) directly or
indirectly to vote, grant any proxy or give instructions with respect to the
voting of, the Subject Shares in respect of the matters described in Section
2.2 hereof.


Section 2.3             Revocation of Proxies;
Cooperation. Stockholder agrees as follows:


(a)           Stockholder hereby represents and
warrants that any proxies heretofore given in respect of the Subject Shares
with respect to the matters described in Section 2.2(a) hereof are not
irrevocable, and Stockholder hereby revokes any and all prior proxies with
respect to such Subject Shares as they relate to such matters. Prior to the
Expiration Date, Stockholder shall not directly or indirectly grant any proxies
or powers of attorney with respect to the matters set forth in Section 2.2(a)
hereof (other than to Parent), deposit any of the Subject Shares or enter into
a voting agreement (other than this Agreement) with respect to any of the
Subject Shares relating to any matter described in Section 2.2(a).


(b)           Stockholder will (i) use all
reasonable efforts to cooperate with the Company, Parent and Merger Sub in
connection with the transactions contemplated by the Merger Agreement, (ii)
promptly take such actions as are necessary to consummate such transactions,
and (iii) provide any information reasonably requested by the Company, Parent
or Merger Sub for any regulatory application or filing sought for such
transactions.


Section 2.4             No Solicitation. Stockholder
agrees that:


(a)           Stockholder shall not, and shall
cause its Affiliates and its and their Representatives not to, directly or
indirectly, (i) solicit, initiate or knowingly encourage any proposal that
constitutes, or could reasonably be expected to lead to, an Alternative
Transaction, (ii) participate or engage in discussions or negotiations with, or
disclose or provide any non-public information relating to Stockholder, the
Company, the Company’s Subsidiaries, Parent or Merger Sub or this Agreement or
the Merger Agreement and the transactions contemplated hereby and thereby to,
or afford access to any of the properties, books or records of Stockholder, the
Company or the Company’s Subsidiaries to, any Person with respect to any
Alternative Transaction, (iii) approve, endorse, recommend or vote for (or
consent to) any Alternative Transaction or (iv) enter into any agreement or
agreement in principle with any Person with respect to an Alternative
Transaction.



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(b)           Notwithstanding anything to the
contrary contained in this Agreement, (i) the provisions of this Agreement
apply solely to Stockholder when acting in his or its capacity as a stockholder
of the Company and not when acting or purporting to act as a representative or
an officer or director of the Company (it being understood that the Company has
separate and independent obligations to Parent and Merger Sub under the Merger
Agreement, including, without limitation, Article VII thereof); and (ii) none
of the provisions of this Agreement shall be construed to prohibit, limit or
restrict Stockholder from exercising Stockholder’s fiduciary duties to the
Company and/or its stockholders by voting or taking any other action whatsoever
in Stockholder’s capacity as a director or officer of the Company.


Section 2.5             No Transfer of Subject Shares;
Publicity.  Stockholder agrees that:


(a)           Stockholder (i) shall not subject any
of the Subject Shares to, or suffer to exist on any of the Subject Shares, any
Lien, (ii) shall not Transfer or agree or offer to Transfer any of the Subject
Shares or, with respect to any matter described in Section 2.2(a), grant any
proxy or power-of-attorney with respect to any of the Subject Shares and (iii)
shall take all action reasonably necessary to prevent creditors in respect of
any pledge of the Subject Shares from exercising their rights under such
pledge.


(b)           Unless required by applicable law,
neither Stockholder nor any of its Affiliates or Representatives shall make any
press release or public announcement with respect to the business or affairs of
the Company, Parent or Merger Sub, including this Agreement and the Merger
Agreement and the transactions contemplated hereby and thereby, without the
prior written consent of Parent in each instance.


Section 2.6             No Appraisal. Stockholder
agrees not to make a demand for appraisal in respect of the Subject Shares
pursuant to Chapter 23B.13 et seq. of the WBCA, and hereby irrevocably and
unconditionally waives any rights of appraisal or any dissenters’ rights
pursuant to Chapter 23B.13 et seq. of the WBCA and any similar rights, in each
case to the extent relating to the Merger or any related transaction, that
Stockholder may have by virtue of the Subject Shares.


ARTICLE III


REPRESENTATIONS,
WARRANTIES AND ADDITIONAL COVENANTS OF

STOCKHOLDER


Stockholder
represents, warrants and covenants to Parent and Merger Sub that:


Section 3.1             Ownership. Stockholder is the
sole Beneficial Owner and the record and legal owner of the Subject Shares
identified on Schedule A and such shares constitute all of the capital
stock of the Company Beneficially Owned by Stockholder. Stockholder has good
and valid title to all of such shares, free and clear of all Liens, claims,
options, proxies, voting agreements and security interests and has the sole
right to such Subject



 4
 








Shares and there are no
restrictions on rights of disposition or other Liens pertaining to such Subject
Shares. None of the Subject Shares is subject to any voting trust or other
contract with respect to the voting thereof, and no proxy, power of attorney or
other authorization has been granted with respect to any of such Subject
Shares.


Section 3.2             Authority and Non-Contravention.


(a)           The Stockholder is an individual, and
not a corporation, limited liability company, partnership, trust or other such
entity.


(b)           Assuming due authorization, execution
and delivery of this Agreement by Parent, this Agreement has been duly and
validly executed and delivered by Stockholder and constitutes the legal, valid
and binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms except (i) to the extent limited by applicable
bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. Stockholder has all
necessary power, authority and legal capacity to execute and deliver this
Agreement and to perform its obligations under this Agreement, and no other
proceedings or actions on the part of Stockholder are necessary to authorize
the execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby.


(c)           Stockholder is not nor will it be
required to make any filing with or give any notice to, or to obtain any
consent from, any Person in connection with the execution, delivery or
performance of this Agreement or obtain any permit or approval from any
Governmental Entity for any of the transactions contemplated hereby, except to
the extent required by Section 13 or Section 16 of the Exchange Act and the
rules promulgated thereunder.


(d)           Neither the execution and delivery of
this Agreement by Stockholder nor the consummation of the transactions
contemplated hereby will directly or indirectly (whether with notice or lapse
of time or both) (i) conflict with, result in any violation of, require any
consent under or constitute a default by Stockholder under any mortgage, bond,
indenture, agreement, instrument or obligation to which Stockholder is a party
or by which it or any of Stockholder’s assets (including the Subject Shares)
are bound, or violate any permit of any Governmental Entity, or any Law or
order to which such Stockholder, or any of its assets (including the Subject
Shares), may be subject, or (ii) result in the imposition or creation of any
Lien upon or with respect to any of the assets owned or used by Stockholder
(including the Subject Shares) .


Section 3.3             Total Shares. Except as set
forth on Schedule A, Stockholder is not the Beneficial Owner of, and
does not have (whether currently, upon lapse of time, following the
satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any right to acquire, and has no other interest
in or voting rights with respect to, any Company Shares or any securities
convertible into or exchangeable or exercisable for Company Shares.



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Section 3.4             Reliance. Stockholder
understands and acknowledges that Parent is entering into the Merger Agreement
in reliance upon Stockholder’s execution, delivery and performance of this
Agreement.


ARTICLE IV


REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PARENT


Parent represents,
warrants and covenants to Stockholder that, assuming due authorization,
execution and delivery of this Agreement by Stockholder, this Agreement constitutes
the legal, valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms, except (i) to the extent limited by applicable
bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. Parent has the corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by Parent of this Agreement
and the consummation by Parent of the transactions contemplated hereby have
been duly and validly authorized by Parent and no other corporate proceedings
on the part of Parent are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Parent.


ARTICLE V


GENERAL PROVISIONS


Section 5.1             No Ownership Interest.
Nothing contained in this Agreement shall be deemed to vest in Parent or any of
its Affiliates any direct or indirect ownership or incidents of ownership of or
with respect to the Subject Shares. All rights, ownership and economic benefits
of and relating to the Subject Shares shall remain and belong to Stockholder,
and neither Parent nor any of its Affiliates shall have any 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 Stockholder in the voting of any of the Subject Shares, except as
otherwise expressly provided herein or in the Merger Agreement.


Section 5.2             Notices. All notices,
consents, waivers and other communications under this Agreement shall be in
writing (including facsimile or similar writing) and shall be given:


(a)           If
to Parent, to:


New Wave Group AB (Publ)


Orrekulla Industrigata 61


SE-425 36 Hisings Kärra


SWEDEN


Attention:  Goran Harstedt, dCEO


Facsimile:  46 31 7128999



 6
 








With a copy to:


Archer &
Greiner, P.C.


One Centennial
Square


Haddonfield, NJ
08033


Attention:  Terence J. Fox, Esquire


(b)                                 If
to a Stockholder, to Stockholder’s address set forth on Schedule A or
such other address or facsimile number as a party may hereafter specify for the
purpose by notice to the other parties hereto. Each notice, consent, waiver or
other communication under this Agreement shall be effective only (a) if given
by facsimile, when the facsimile is transmitted to the facsimile number
specified in this Section and the appropriate facsimile confirmation is
received or (b) if given by overnight courier or personal delivery when
delivered at the address specified in this Section.


Section 5.3             Further Actions. Upon the
request of any party to this Agreement, the other party will (a) furnish to the
requesting party any additional information, (b) execute and deliver, at their
own expense, any other documents and (c) take any other actions as the
requesting party may reasonably require to more effectively carry out the
intent of this Agreement.


Section 5.4             Entire Agreement and
Modifications. This Agreement, the Proxy and any other documents delivered
by the parties in connection herewith 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 its subject matter and constitute (along with the documents
delivered pursuant to this Agreement) a complete and exclusive statement of the
terms of the agreement between the parties with respect to its subject matter.
This Agreement shall not be amended, supplemented or otherwise modified except
by a written document executed by the party against whose interest the
modification will operate. The parties shall not enter into any other agreement
inconsistent with the terms and conditions of this Agreement and the Proxy, or
that addresses any of the subject matters addressed in this Agreement and the
Proxy.


Section 5.5             Drafting and Representation.
The parties agree that the terms and language of this Agreement were the result
of negotiations between the parties and, as a result, there shall be no
presumption that any ambiguities in this Agreement shall be resolved against
any party. Any controversy over construction of this Agreement shall be decided
without regard to events of authorship or negotiation.


Section 5.6             Severability. Any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without affecting the validity or
enforceability of the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. If any provision of



 7
 








this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.


Section 5.7             No Third-Party Rights.
Stockholder may not assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of Parent. Parent and
Merger Sub may not assign any of their rights or delegate any of their obligations
under this Agreement with respect to Stockholder without the prior written
consent of Stockholder. This Agreement will apply to, be binding in all
respects upon, and inure to the benefit of each of the respective successors,
personal or legal representatives, heirs, distributes, devisees, legatees,
executors, administrators and permitted assigns of Stockholder and the
successors and permitted assigns of Parent. Nothing expressed or referred to in
this Agreement will be construed to give any Person, other than the parties to
this Agreement, any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provision of this Agreement except such rights
as may inure to a successor or permitted assignee under this Section.


Section 5.8             Enforcement of Agreement.
Stockholder acknowledges and agrees that Parent could be damaged irreparably if
any of the provisions of this Agreement are not performed in accordance with
their specific terms and that any breach of this Agreement by Stockholder could
not be adequately compensated by monetary damages. Accordingly, Stockholder
agrees that, (a) it will waive, in any action for specific performance, the
defense of adequacy of a remedy at Law, and (b) in addition to any other right
or remedy to which Parent may be entitled, at Law or in equity, Parent will be
entitled to enforce any provision of this Agreement by a decree of specific
performance and to temporary, preliminary and permanent injunctive relief to
prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.


Section 5.9             Waiver. The rights and
remedies of the parties to this Agreement are cumulative and not alternative.
Neither any failure nor any delay by a party in exercising any right, power or
privilege under this Agreement, the Proxy or any of the documents referred to
in this Agreement will operate as a waiver of such right, power or privilege,
and no single or partial exercise of any such right, power or privilege will
preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. To the maximum extent
permitted by Law, (a) no claim or right arising out of this Agreement, the
Proxy or any of the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in a written document signed by the other party, (b) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given, and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of that party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement, the Proxy or the documents referred to in
this Agreement.


Section 5.10           Governing Law. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto will be governed by, construed under and interpreted in
accordance with the Laws of the State of Washington, without giving effect to
principles of conflicts or choice of law.



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Section 5.11           Consent to Jurisdiction. Any
suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement, the Proxy or the
transactions contemplated hereby or thereby shall be brought exclusively in a
United States District Court located in the State of Washington or, if such
court does not have jurisdiction over the subject matter of such proceeding or
if such jurisdiction is not available, in a Washington state court, and each of
the parties hereby consents to the exclusive jurisdiction of those courts (and
of the appropriate appellate courts therefrom) in any suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by Law, any
objection which it may now or hereafter have to the laying of the venue of any
suit, action or proceeding in any of those courts or that any suit, action or
proceeding which is brought in any of those courts has been brought in an
inconvenient forum. Process in any suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of
any of the named courts. without limiting the foregoing, each party agrees that
service of process on it by notice as provided in Section 5.2 shall be deemed
effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.


Section 5.12           Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which, taken together, shall constitute one and the
same instrument.


Section 5.13           Termination. This Agreement shall
terminate upon the earliest of (a) the Merger Effective Time (as defined in the
Merger Agreement), (b) the termination of the Merger Agreement in accordance
with Article IX thereof, or (c) written notice by Parent to Stockholder of the
termination of this Agreement (the date of the earliest of the events described
in clauses (a), (b) and (c), the “Expiration Date”) .


Section 5.14           Expenses. Except as otherwise
provided in this Agreement, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses. Nothing in this Agreement shall be deemed to
limit the obligations of the Company pursuant to Section 9.3 of the Merger
Agreement.


Section 5.15           Headings; Construction. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. In this
Agreement (a) words denoting the singular include the plural and vice versa,
(b) “it” or “its” or words denoting any gender include all genders and (c) the
word “including” shall mean “including without limitation,” whether or not
expressed.



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


	
   

  	
   

  	
  NEW WAVE GROUP AB (Publ)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Goran
  Harstedt

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Goran Harstedt

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Deputy Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James C.
  Towne

  
	
   

  	
   

  	
  James C. Towne

  



 



 10














SCHEDULE
A


	
  Name and
  Address of Stockholder

  	
   

  	
  Shares Beneficially Owned

  	
   

  	
  Shares Under Options

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James C. Towne

  7225 204th Drive NE

  Redmond, Washington 98053

  	
   

  	
  10,100

  	
   

  	
  63,976

  



 











EXHIBIT A


IRREVOCABLE
PROXY


From and after the
date hereof and until the Expiration Date (as defined below), the undersigned
stockholder (“STOCKHOLDER”) of Cutter & Buck Inc. a Washington corporation
(the “Company”), hereby irrevocably (to the full extent permitted by
Chapter 23B.07.220 of the Washington Business Corporation Act) appoints New
Wave Group AB (Publ) (“Parent”), as the sole and exclusive attorney and
proxy of the undersigned, with full power of substitution and resubstitution,
to vote and exercise all voting rights expressly provided herein (to the full
extent that the undersigned is entitled to do so) with respect to (i) the
outstanding shares of common stock of the Company owned of record by
Stockholder as of the date of this Proxy, which shares are specified on the
final page of this Proxy, and (ii) any and all other shares of common stock of
the Company which Stockholder may own of record after the date hereof. (The
shares of the common stock of the Company referred to in clauses “(i)” and “(ii)”
of the immediately preceding sentence are collectively referred to as the “Shares”.)
Upon the undersigned’s execution of this Proxy, any and all prior proxies given
by the undersigned with respect to any Shares relating to the voting rights
expressly provided herein are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares relating to such voting
rights at any time prior to the Expiration Date.


This Proxy is
irrevocable (to the extent permitted by Chapter 23B.07.220 of the Washington
Business Corporation Act, is coupled with an interest and is granted pursuant
to that certain Voting Agreement (as amended from time to time, the “Voting
Agreement”) of even date herewith, by and among Parent and Stockholder, and
is granted in consideration of Parent and Newport Acquisition Corporation, a
Washington corporation and a wholly owned subsidiary of Parent, entering into
the Merger Agreement (as defined in the Voting Agreement). As used herein, the
term “Expiration Date” shall have the meaning 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 prior to the Expiration Date, to act as the
undersigned’s attorney and proxy to vote the Shares, and to exercise all voting
and other rights of the undersigned with respect to the Shares (including,
without limitation, the power to execute and deliver written consents pursuant
to Chapter 23B.07.220 of the Washington Business Corporation Act, at every
annual, special or adjourned meeting of the stockholders of the Company and in
every written consent in lieu of such meeting (i) in favor of adoption and
approval of the Merger Agreement and the transactions contemplated thereby, and
any actions required in furtherance thereof and (ii) against any Alternative
Transaction and against any other action or agreement that would result in a
breach in any material respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger Agreement or
that is intended, or would reasonably be expected, to impede, interfere with,
delay, postpone, discourage or adversely affect the consummation of the Merger
or the other transactions contemplated by the Merger Agreement.


This Proxy shall
be binding upon the heirs, estate, executors, personal representatives,
successors and assigns of Stockholder (including any transferee of any of the
Shares) .



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If any provision of this
Proxy or any part of any such provision is held under any circumstances to be
invalid or unenforceable in any jurisdiction, then (a) such provision or part
thereof shall, with respect to such circumstances and in such jurisdiction, be
deemed amended to conform to applicable laws so as to be valid and enforceable
to the fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Proxy. Each provision
of this Proxy is separable from every other provision of this Proxy, and each
part of each provision of this Proxy is separable from every other part of such
provision.


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature of
  Stockholder)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James C. Towne

  
	
   

  	
   

  	
  (Print Name of
  Stockholder)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of Shares owned of record 

  
	
   

  	
   

  	
  as of the date of this Proxy:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10,100

  



 



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