This Voting Agreement by Shareholders to Grant Irrevocable Proxy is for use by corporate shareholders who agree to grant an irrevocable proxy to exercise voting rights of certain shares. The proxy holder will be directed to vote as specified by the shareholders in the proxy.

This agreement sets out the shares subject to the agreement, the person to whom proxy is granted and language to be included in the irrevocable proxy. It also sets out that the agreement will terminate once the shares are voted, regardless of the outcome of the election.

This Voting Agreement by Shareholders to Grant Irrevocable Proxy contains:

• Intent: Corporate shareholders desire to enter into a voting agreement for the purpose of granting an irrevocable proxy to exercise specific voting rights;
• Subject Shares: Sets out the shares which are subject of this agreement on an exhibit attached to the agreement;
• Proxy Grant: Grants the proxy holder the right to vote the shares and sets out the language which will legend the irrevocable proxy;
• Termination: This agreement will terminate once shares are voted, regardless of the outcome of the election;
• Signatures: All shareholders must sign this agreement.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Voting Agreement by Shareholders to Grant Irrevocable Proxy

State Law Compliance: This form complies with the laws of all states