Proxy Shares. Parent acknowledges that Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of certain shares on account of an irrevocable proxy granted to Holder by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on July 29, 2010, which irrevocable proxy remains in effect (the “Proxy Shares”) (as more fully described in the Company’s proxy statement filed with the SEC in connection with its 2012 Annual Meeting of Stockholders). Notwithstanding anything to the contrary herein, Parent agrees that the restrictions on the transfer of shares set forth in this Section 1 shall not be applicable to the Proxy Shares (including any New Shares that are Proxy Shares).
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Sources: Voting Agreement (Nissenson Guy), Voting Agreement (Nts, Inc.)