EACH
SUCH PARTY HEREBY IRREVOCABLY GRANTS A PROXY APPOINTING KRISTINE F. HUGHES AND
PAULINE HUGHES FRANCIS EACH AS SUCH PARTY'S ATTORNEY-IN-FACT AND PROXY, WITH
FULL POWER OF SUBSTITUTION, FOR AND IN ITS NAME, PLACE AND STEAD, TO VOTE,
EXPRESS CONSENT OR DISSENT, OR OTHERWISE TO UTILIZE SUCH PARTY'S VOTING SHARES
SOLELY TO VOTE FOR THE DIRECTORS OR NOMINEES LISTED ON EXHIBIT B AT THE NEXT
ANNUAL MEETING OR ANY OTHER MEETING OF SHAREHOLDERS OF THE COMPANY OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF PRIOR TO THE VOTING AGREEMENT TERMINATION
DATE, IN EACH CASE IN A MANNER CONSISTENT IN ALL MATERIAL RESPECTS WITH
SECTION 5.1.
EACH OF THE SHAREHOLDER AND THE HUGHES PARTIES HEREBY REPRESENTS
AND WARRANTS THAT ANY PROXIES HERETOFORE GIVEN IN RESPECT OF THE VOTING SHARES
ARE NOT IRREVOCABLE AND THAT ANY SUCH PROXIES ARE HEREBY REVOKED INCLUDING,
WITHOUT LIMITATION, ANY PROXY GRANTED BY THE SHAREHOLDER TO PRESCOTT GROUP
AGGRESSIVE SMALL CAP MASTER FUND, G.P., PHIL FROLICH OR DUMINDA DESILVA, OR ANY
OF THEIR AFFILIATES.
EACH SUCH PARTY HEREBY AFFIRMS THAT THE PROXY AND POWER OF
ATTORNEY SET FORTH IN THIS AGREEMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST
AND SHALL EXPIRE ON THE VOTING AGREEMENT TERMINATION DATE.
6.
STANDSTILL.
FROM AND AFTER THE
EFFECTIVE DATE UNTIL THE VOTING AGREEMENT TERMINATION DATE, THE SHAREHOLDER AND
THE HUGHES PARTIES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS,
MANAGERS, CONTROL PERSONS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, PARENT
CORPORATIONS, SUBSIDIARIES, AFFILIATES AND ALL OTHER PERSONS ACTING IN CONCERT
WITH OR UNDER THE CONTROL OR DIRECTION OF ANY OF THE SHAREHOLDER OR THE HUGHES
PARTIES SHALL NOT, DIRECTLY OR INDIRECTLY, IN ANY MANNER WITHOUT THE PRIOR
CONSENT OF THE COMPANY:
6.1
ADVISE, ENCOURAGE, SUPPORT OR INFLUENCE ANY
PERSON WITH RESPECT TO THE VOTING OR DISPOSITION OF ANY SHARES OF THE COMPANY
CONTRARY TO THE TERMS OF THIS AGREEMENT;
6.2
GRANT A PROXY WITH RESPECT TO THE VOTING OF
THE SHARES OF THE COMPANY TO ANY PERSON OTHER THAN AS TO MATTERS NOT
CONTEMPLATED IN THE PROXY SET FORTH IN SECTION 5.2;
6.3
DEPOSIT ANY SHARES OF THE COMPANY IN A
VOTING TRUST OR ENTER INTO ANY OTHER ARRANGEMENT OR AGREEMENT WITH RESPECT TO
THE VOTING THEREOF OTHER THAN AS TO MATTERS NOT CONTEMPLATED IN THE PROXY SET
FORTH IN SECTION 5.2;
6.4
TAKE ANY ACTION, ALONE OR IN CONCERT WITH
ANY OTHER PERSON, ADVISE, FINANCE, ASSIST OR PARTICIPATE IN OR ENCOURAGE ANY
PERSON TO TAKE ANY ACTION WHICH IS PROHIBITED TO BE TAKEN BY SUCH PARTY PURSUANT
TO THIS AGREEMENT, OR MAKE ANY INVESTMENT IN OR ENTER INTO ANY
3
ARRANGEMENT WITH, ANY OTHER PERSON THAT ENGAGES, OR OFFERS OR PROPOSES TO ENGAGE
IN ANY OF THE FOREGOING;
6.5
PURSUANT TO THE URBCA, DIRECTLY OR
INDIRECTLY (OR ASSIST ANY OTHER PERSON OR ENTITY DIRECTLY OR INDIRECTLY), MAKE A
DEMAND OR SEEK A COURT ORDER THAT THE COMPANY HOLD A SPECIAL MEETING OF THE
SHAREHOLDERS, OR IN LIEU THEREOF AN ANNUAL MEETING OF THE SHAREHOLDERS, FOR ANY
PURPOSE INCLUDING WITHOUT LIMITATION THE PURPOSE OF ELECTING DIRECTORS;
6.6