Common use of Descriptive Heading Clause in Contracts

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: JDS UNIPHASE CORPORATION By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 Xxxxx Xxxxxx Xxxxxx, XX 01701 Company Common Stock Additional Securities Held of Record Options and Other Rights Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx X. Xxxxxx and Dxxxx X. Xxxxxxxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: JDS UNIPHASE CORPORATION By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 000 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 000 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 [SIGNATURE PAGE TO VOTING AGREEMENT] STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Title: Address for notices: Crane & Co., Inc. 30 Xxxxx Xxxxxx Xxxxxx, XX 01701 Company Common Stock Additional Securities Held of Record Options and Other Rights Additional Securities Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx and Dxxxx Xxxxx X. Xxxxxxxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENTACQUIRER: JDS UNIPHASE CORPORATION XXXXXXX NAVIGATION LIMITED By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 MERGER SUB: ROADRUNNER ACQUISITION CORP. By: Name: Xxxxx Xxxxxx XxxxxxTitle: Vice President Address for notices: 000 Xxxxxxx Xxxxx Sunnyvale, XX 01701 California 94085 [SIGNATURE PAGE TO VOTING AGREEMENT] STOCKHOLDER: By: Name: Title: Address for notices: Company Common Stock Additional Securities Held of Record Options and Other Rights Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx X. Xxxxxx Xxxx Xxxxxxxxxx and Dxxxx X. XxxxxxxxxxxXxxxx Xxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares relating to the subject matter hereof are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: JDS UNIPHASE CORPORATION By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: Senior Vice PresidentCAMBIUM HOLDINGS, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORPINC. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 Xxxxx c/o Xxxxxxx Xxxxxx XxxxxxXxxxxxxxx LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 01701 00000 Attn: Xxxxx X. Xxxxxxxx Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] STOCKHOLDER: By By: Its: Address for notices: SCHEDULE I Shares of Company Common Stock Additional Securities Held Owned Number of Record Shares of Company Common Stock Issuable upon exercise of Options and Other Rights Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc.Voyager Learning Company, a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx and Dxxxx X. XxxxxxxxxxxXxxx Van Ert (collectively, the Proxyholders), 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 expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the SharesShares until such time as this Proxy is terminated in accordance with its terms.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENTTHE COMPANY: JDS UNIPHASE CORPORATION VOYAGER LEARNING COMPANY By: /s/ Cxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx Title: Senior Vice President, Corporate Development President and Chief Legal Executive Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas000 X. Xxxxxxxxxx, CA 95035 Suite B Ann Arbor, MI 48104 Attn: Office of the Chief Legal Officer General Counsel Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] VSS-CAMBIUM HOLDINGS III, LLC By: /s/ Cxxxxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Name: Cxxxxxxxxxx Xxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Xxxxxxxx Title Vice President Address for notices: Crane & Co.c/o Xxxxxxx Xxxxxx Xxxxxxxxx LLC 000 Xxxx Xxxxxx Xxx Xxxx, Inc. 30 Xxxxx Xxxxxx Xxxxxx, XX 01701 Company Common Stock Additional Securities Held Xxx Xxxx 00000 SCHEDULE I LLC Interests Owned Number of Record LLC Interests Issuable upon exercise of Options and Other Rights Beneficially 100% None. Shares of Cambium Holdings II Common Stock Owned 3,387,720 0 0 Number of Shares of Cambium Holdings II Common Stock Issuable upon exercise of Options and Other Rights 1,000 shares None EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note HolographicsVSS-Cambium Holdings III, Inc.LLC, a Delaware corporation limited liability company (the “CompanyHoldings III”), hereby irrevocably appoints each of Cxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx and Dxxxx X. XxxxxxxxxxxXxxx Xxxxxxxx (collectively, the “Proxyholders”), 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 expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock membership interests of the Company VSS-Cambium Holdings III Acquisition, LLC, a Delaware limited liability company (“Acquisition LLC”), owned of record by the Stockholder Holdings III as of the date of this Proxy, which shares interests are specified on the final page of this Proxy, and (ii) any and all other capital stock membership interests of the Company Acquisition LLC which the Stockholder Holdings III may acquire on or after the date hereof. The capital stock membership interests of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “SharesLLC Interests”. Upon the undersignedHoldings III’s execution of this Proxy, any and all prior proxies given by the undersigned Holdings III with respect to any of the Shares LLC Interests are hereby revoked and the undersigned Holdings III agrees not to grant any subsequent proxies with respect to the SharesLLC Interests until such time as this Proxy is terminated in accordance with its terms.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: JDS UNIPHASE CORPORATION By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 [SIGNATURE PAGE TO VOTING AGREEMENT] STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 Xxxxx Xxxxxx Xxxxxx, XX 01701 — — — Company Common Stock Additional Securities Held of Record Options and Other Rights Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx X. Xxxxxx and Dxxxx X. Xxxxxxxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: JDS UNIPHASE CORPORATION By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 000 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 000 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 [SIGNATURE PAGE TO VOTING AGREEMENT] STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 Xxxxx Xxxxxx Xxxxxx, XX 01701 Company Common Stock Additional Securities Held of Record Options and Other Rights Additional Securities Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx Xxxxxxxxxxx X. Xxxxxx and Dxxxx Xxxxx X. Xxxxxxxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.

Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENTACQUIRER: JDS UNIPHASE CORPORATION XXXXXXX NAVIGATION LIMITED By: /s/ Cxxxxxxxxxx X. Xxxxxx :___________________________ Name: Cxxxxxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 PURCHASER: LIGHT ACQUISITION CORP. By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: President and Secretary Address for notices: JDS Uniphase Corporation 400 Xxxxx XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (000) 000-0000 STOCKHOLDER: Crane & Co., Inc. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title Vice President Address for notices: Crane & Co., Inc. 30 MERGER SUB: ROADRUNNER ACQUISITION CORP. By:___________________________ Name: Xxxxx Xxxxxx XxxxxxTitle: Vice President Address for notices: 000 Xxxxxxx Xxxxx Sunnyvale, XX 01701 California 94085 STOCKHOLDER: By:______________________________ Name: Title: Address for notices: Company Common Stock Additional Securities Held of Record Options and Other Rights Additional Securities Beneficially Owned 3,387,720 0 0 EXHIBIT A IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Cxxxxxxxxxx X. Xxxxxx Xxxx Xxxxxxxxxx and Dxxxx X. XxxxxxxxxxxXxxxx Xxxxxx, 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 expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the 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 capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital 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 of the Shares relating to the subject matter hereof are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.