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. JDS UNIPHASE CORPORATION By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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. JDS UNIPHASE CORPORATION By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇NAVIGATION LIMITED By:___________________________ Name: ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer President Address for notices: JDS Uniphase Corporation 4ROADRUNNER ACQUISITION CORP. By:___________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Address for notices: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MilpitasSunnyvale, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. California 94085 By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ :______________________________ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office Company Common Stock Held of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 Record Options and Other Rights Additional Securities Beneficially Owned The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇and ▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ PURCHASER: LIGHT ACQUISITION CORP. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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. JDS UNIPHASE CORPORATION PARENT: CAMBIUM HOLDINGS, INC. By: /s/ C▇▇▇▇▇Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ 01701 ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By By: Its: Address for notices: The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc.Voyager Learning Company, a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ 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. JDS UNIPHASE CORPORATION By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇NAVIGATION LIMITED By: Name: ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer President Address for notices: JDS Uniphase Corporation 4ROADRUNNER ACQUISITION CORP. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Address for notices: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MilpitasSunnyvale, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. California 94085 By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇and ▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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. JDS UNIPHASE CORPORATION By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Title: Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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. JDS UNIPHASE CORPORATION THE COMPANY: VOYAGER LEARNING COMPANY By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ Milpitas▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Address for notices: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, CA 95035 Suite B Ann Arbor, MI 48104 Attn: Office of the Chief Legal Officer General Counsel Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] VSS-CAMBIUM HOLDINGS III, LLC By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ 01701 The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics▇▇▇▇ ▇▇▇▇▇ VSS-Cambium Holdings III, Inc.LLC, a Delaware corporation limited liability company (the “CompanyHoldings III”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇(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. JDS UNIPHASE CORPORATION By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Crane & Co., Inc. By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title Vice President Address for notices: Crane & Co., Inc. 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 01701 — — — The undersigned stockholder (the “Stockholder”) of American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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.