Common use of SHAREHOLDER Clause in Contracts

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx Address: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM Technologies, Inc., a Commonwealth of Pennsylvania corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc., a Delaware corporation ("Parent"), and each of them, the attorneys and proxies of the undersigned with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding shares of capital stock of the Company owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressBy: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD--------------------------------------- By: ------------------------------------ SHARES SUBJECT --------------------------------------- Signature of Authorized Signatory Signature Name: ------------------------------------- Name: ------------------------------------- Title: ----------------------------------- Title: ----------------------------------- ------------------------------------------- ------------------------------------------- Print Address ------------------------------------------- Telephone ------------------------------------------- Facsimile No. Share beneficially owned: ------------ Company ordinary shares ------------ Company ordinary shares issuable upon exercise of outstanding options ------------ Company ordinary shares issuable upon exercise of outstanding warrants [SIGNATURE PAGE TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF VOTING AGREEMENT] IRREVOCABLE PROXY The undersigned shareholder Shareholder (the "SHAREHOLDER") of CFM TechnologiesAccord Networks Ltd., Inc., a Commonwealth of Pennsylvania an Israeli corporation (the "CompanyCOMPANY"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologythe directors on the Board of Directors of Polycom, Inc., a Delaware corporation ("ParentPARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to all (i) all outstanding shares of capital stock securities of the Company (including ordinary shares and all options, warrants and other rights to acquire ordinary shares) owned of record by the undersigned Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy, hereof and (ii) any and all other shares of capital stock additional securities of the Company (including ordinary shares and all additional options, warrants and other rights to acquire ordinary shares) of which the undersigned may acquire on or Shareholder acquires ownership after the date hereof and which are Subject Securities (collectively, the "SHARES") in accordance with the terms of this Proxy until the Expiration Date (as defined in the Voting Agreement between the undersigned and Parent of even date herewithbelow). (The shares of 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 hereofof this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisExpiration Date.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressPrint Name: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 -------------------- SHARES HELD OF RECORDCOMMON STOCK: ------------------------------------ ________________ SHARES SUBJECT TO OPTIONS OPTIONS, WARRANTS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit RIGHTS ________________ [Signature Page to Voting Agreement] EXHIBIT A FORM OF --------- IRREVOCABLE PROXY The undersigned shareholder of CFM TechnologiesWood Alliance, Inc., a Commonwealth of Pennsylvania California corporation (the "CompanyWood"), hereby irrevocably (to the fullest extent permitted by law) ), but subject to the termination provisions hereof, appoints and constitutes Brad Xxxxxxx xxx Mattxxx XxxhnologyiPrint Technologies, Inc., a Delaware corporation ("ParentiPrint"), as the sole and each of them, the attorneys exclusive attorney and proxies proxy of the undersigned undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock Wood that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Wood issued or issuable in respect thereof on or after the Company date hereof (collectively, the "Shares") in accordance with the terms of this Proxy. The Shares beneficially owned of record by the undersigned Shareholder of Wood as of the date of this proxy, which shares Proxy are specified listed on the final page of this proxyProxy. Upon the undersigned's execution of this Proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy Proxy is irrevocableirrevocable (to the fullest extent permitted by law), subject to the termination provisions hereof, is coupled with an interest and is granted in connection with the pursuant to that certain Voting Agreement, dated as Agreement of the even date hereof, herewith by and between Parent iPrint and the undersigned shareholder (the "Voting Agreement"), and is granted in consideration of Parent iPrint entering into the that certain Agreement and Plan of MergerReorganization (the "Reorganization Agreement"), dated as between iPrint and Wood. The Reorganization Agreement provides for the acquisition of the date hereof, among Parent, M2C Acquisition Corporation, Wood by iPrint pursuant to a Delaware corporation and merger of a wholly wholly-owned subsidiary of Parent, iPrint with and the Company into Wood (the "Merger AgreementCombination"). The attorneys and proxies named above will be empoweredabove, and may exercise this proxyeach of them, are hereby authorized and empowered by the undersigned to act as the undersigned's attorney and proxy to vote the Shares at any time until the earlier Shares, and to occur exercise all voting, consent and similar rights of the valid termination of undersigned with respect to the Merger Agreement or Shares (including, without limitation, the effective time of the merger contemplated thereby (the "Merger"power to execute and deliver written consents) at any every annual, special or adjourned meeting of the shareholders of the Company, however called, or Wood and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Company, such meeting: (i) in favor of the approval and adoption Wood Proposal (as defined in the Reorganization Agreement); (ii) against any proposal for any Wood Acquisition Transaction (as defined in the Voting Agreement) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Wood under the Reorganization Agreement or which would result in any of the Merger conditions to Wood's obligations under the Reorganization Agreement not being fulfilled; and the approval of the Merger, and (iii) in favor of each any other matter relating to consummation of the other actions contemplated transactions provided for by the Merger Reorganization Agreement. The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned undersigned. This Proxy is irrevocable (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extentextent permitted by law), subject to the termination provisions hereof. This Proxy, and all obligations of the undersigned hereunder, shall terminate immediately, without any further action being required, upon (bi) any termination of the Reorganization Agreement or (ii) the invalidity or unenforceability Effective Time (as that term is defined in the Reorganization Agreement), whichever first occurs. Dated: ____________, 2001 SHAREHOLDER By: ------------------------------ Print Name: Shares beneficially owned: ________________ shares of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisWood Common Stock

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Address: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD--------------------------- ----------------------------------- Phone: ------------------------------------ SHARES SUBJECT ----------------------------- Facsimile: ------------------------- Shares beneficially owned: shares of Company Common Stock --------------------- shares of Company Common Stock issuable upon exercise of outstanding options or warrants -------------------- shares of Company Series A Preferred Stock shares of Company Series A Preferred Stock issuable upon exercise of outstanding warrants -------------------- shares of Company Series B Preferred Stock -------------------- shares of Company Series B Preferred Stock issuable upon exercise of outstanding warrants --------------------- shares of Company Series C Preferred Stock -------------------- shares of Company Series C Preferred Stock issuable upon exercise of outstanding warrants -------------------- [SIGNATURE PAGE TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit VOTING AGREEMENT] EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM Technologies, Inc._______________, a Commonwealth of Pennsylvania Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints ____________, ____________ and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc., a Delaware corporation ("Parent")____________, and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of record the Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned Shareholder of the Company as of the date of this proxy, which shares Proxy are specified listed on the final page of this proxyProxy. Upon the undersigned's execution of this Proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressBy: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD------------------------------ Shareholder's Address for Notice: ------------------------------------ SHARES SUBJECT --------------------------------- --------------------------------- --------------------------------- Shares beneficially owned: ____________ shares of Target Common Stock ____________ shares of Target Series A Preferred Stock ____________ shares of Target Series B Preferred Stock [SIGNATURE PAGE TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit TARGET VOTING AGREEMENT] 102 EXHIBIT A FORM OF IRREVOCABLE PROXY TO VOTE STOCK OF TARGET The undersigned shareholder of CFM Technologies, Inc.Ardent Communications Corporation, a Commonwealth of Pennsylvania California corporation (the "CompanyTarget"), hereby irrevocably (to the fullest full extent permitted by lawSection 705 of the California Corporations Code) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologythe members of the Board of Directors of Cisco Systems, Inc., a Delaware California corporation ("ParentAcquiror"), and each of them, or any other designee of Acquiror, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the Company undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms of this Proxy. The Shares beneficially owned of record by the undersigned shareholder of Target as of the date of this proxy, which shares Proxy are specified listed on the final page of this proxyProxy. Upon the undersigned's execution of this Proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressBy: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610------------------------------------------------ Name: Title: ----------------------------------------------------- Print Address ----------------------------------------------------- Telephone ----------------------------------------------------- Facsimile No. Shares beneficially owned: ________ shares of Parent Common Stock (________ shares of Parent Common Stock issuable upon exercise of outstanding options or warrants) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM American Access Technologies, Inc., a Commonwealth of Pennsylvania Florida corporation (the "CompanyParent"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologymembers of the Board of Directors of DataWorld Solutions, Inc., a Delaware corporation ("ParentCompany"), and each of them, or any other designee of the Company, as the sole and exclusive attorneys in fact and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to the Designated Matters (ias defined below) all outstanding of the shares of capital stock of Parent that now are or hereafter may be beneficially owned by the Company undersigned, and any and all other shares or securities of Parent issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned of record by the undersigned Shareholder of Parent as of the date of this proxy, which shares Irrevocable Proxy are specified listed on the final signature page of this proxyIrrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of Shares for the Shares Designated Matters are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time for the Designated Matters until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressName: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORDShareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS-------------------------------------------- -------------------------------------------- -------------------------------------------- Number of Shares Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit shares of Common Stock ----------------- ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM Technologies3Dfx Interactive, Inc., a Commonwealth of Pennsylvania California corporation (the "Company3DFX"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of STB Systems, Inc., a Delaware Texas corporation ("ParentSTB"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company 3Dfx beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyIrrevocable Proxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until the earlier to occur of (i) such time as that certain Agreement and which are Subject Securities Plan of Reorganization dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated in accordance with its terms or (ii) the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofDecember 13, 1998 between Parent STB and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent STB entering into the Merger Agreement. STB and the undersigned Shareholder agree and acknowledge that the grant of this irrevocable proxy is a material inducement for STB to enter into the Merger Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation is therefore coupled with an interest and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement")irrevocable. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of 3Dfx shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the "Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") . The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or 3Dfx and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor of each of the may not exercise this proxy on any other actions contemplated by the Merger Agreementmatter. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee undersigned. This proxy is irrevocable. Dated: December __, 1998 Signature of any Shareholder: -------------------------------------------- Print Name of the Shares). If any provision Shareholder: ------------------------------------------ Shares beneficially owned: ----------------------------------- shares of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisCommon Stock

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressName: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORDShareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS----------------------------------------- ----------------------------------------- ----------------------------------------- Number of Shares Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit _________________ shares of Common Stock ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM TechnologiesSTB Systems, Inc., a Commonwealth of Pennsylvania Texas corporation (the "CompanySTB"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of 3Dfx Interactive, Inc., a Delaware California corporation ("Parent3DFX"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company STB beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyIrrevocable Proxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until the earlier to occur of (i) such time as that certain Agreement and which are Subject Securities Plan of Reorganization dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated in accordance with its terms or (ii) the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofDecember 13, 1998 between Parent 3Dfx and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent 3Dfx entering into the Merger Agreement. 3Dfx and the undersigned Shareholder agree and acknowledge that the grant of this irrevocable proxy is a material inducement for 3Dfx to enter into the Merger Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation is therefore coupled with an interest and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement")irrevocable. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of STB shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the "Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") , and against any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization of STB with any party other than 3Dfx and its affiliates and against any liquidation or winding up of STB. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or STB and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor against any merger, consolidation, sale of each assets, reorganization or recapitalization of the STB with any party other actions contemplated by the Merger Agreementthan 3Dfx and its affiliates, and against any liquidation or winding up of STB, and may not exercise this proxy on any other matter. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned undersigned. This proxy is irrevocable. Dated: December __, 1998 Signature of Shareholder:____________________________ Print Name of Shareholder:___________________________ Shares beneficially owned: _______________________________shares of Common Stock EXHIBIT C FORM OF 3DFX VOTING AGREEMENT 74 3DFX INTERACTIVE, INC. VOTING AGREEMENT This Voting Agreement (including any transferee "AGREEMENT") is made and entered into as of any of the SharesDecember 13, 1998 between STB Systems, Inc., a Texas corporation ("STB"). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and the undersigned shareholder (c"SHAREHOLDER") the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this3Dfx Interactive, Inc., a California corporation ("3DFX").

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx Address: 1262 Xxxx Xxxx(Signature) ____________________________________ (Signature of Spouse) ____________________________________ (Print Name of Shareholder) ____________________________________ (Print Xxxxxx Xxxxxxx) ____________________________________ (Print City, Xxxxxx, XX 00000 Facsimile:(610State and Zip) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF ____________________________________ (Print Telephone Number) ____________________________________ (Social Security or Tax I.D. Number) EXHIBIT I --------- IRREVOCABLE PROXY TO VOTE SHARES OF NORTH AMERICAN VACCINE, INC. The undersigned shareholder of CFM TechnologiesNorth American Vaccine, Inc., a Commonwealth corporation existing under the federal laws of Pennsylvania corporation Canada (the "CompanyCOMPANY"), hereby irrevocably (to the fullest full extent permitted by lawthe Canada Business Corporations Act) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, the members of the Board of Directors of Xxxxxx International Inc., a Delaware corporation ("ParentPARENT"), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to attend and act for and on behalf of the undersigned at all meetings of shareholders of Company held prior to the Expiration Date and, without limiting the generality of the foregoing, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock of the Company that now are or hereafter may be beneficially owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxyundersigned, and (ii) any and all other shares or securities of capital stock of the Company which the undersigned may acquire issued or issuable in respect thereof on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of the capital stock of the Company referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as collectively, the "Shares.SHARES") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution hereofof this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressBy: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD-------------------------------------- Shareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS---------------------------------------- ---------------------------------------- ---------------------------------------- Shares beneficially owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit ______________ shares of Common Stock ______________ shares of Preferred Stock ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM TechnologiesWayfarer Communications, Inc., a Commonwealth of Pennsylvania California corporation (the "CompanyWayfarer"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc.the members of the Board of Directors of The Vantive Corporation, a Delaware corporation ("ParentVantive"), and each of themthem (the "Proxyholders"), the attorneys agents and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company Wayfarer beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified on listed below (the final page of this proxy"Shares"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of the capital stock of the Company referred prior to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxyproxy terminates, to vote the Shares as follows: The agents and proxies named above are empowered at any time until prior to termination of this proxy to exercise all voting and other rights (including, without limitation, the earlier power to occur execute and deliver written consents with respect to the Shares) of the valid termination of the Merger Agreement undersigned at every annual, special or the effective time of the merger contemplated thereby (the "Merger") at any adjourned meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the MergerWayfarer shareholders, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable every written consent in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability lieu of such provision a meeting, or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisotherwise,

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressName: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORDShareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS--------------------------------------------- --------------------------------------------- --------------------------------------------- Number of Shares Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit shares of Common Stock ----------------- ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM TechnologiesSTB Systems, Inc., a Commonwealth of Pennsylvania Texas corporation (the "CompanySTB"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of 3Dfx Interactive, Inc., a Delaware California corporation ("Parent3Dfx"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company STB beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyIrrevocable Proxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until the earlier to occur of (i) such time as that certain Agreement and which are Subject Securities Plan of Reorganization dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated in accordance with its terms or (ii) the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofDecember 13, 1998 between Parent 3Dfx and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent 3Dfx entering into the Merger Agreement. 3Dfx and the undersigned Shareholder agree and acknowledge that the grant of this irrevocable proxy is a material inducement for 3Dfx to enter into the Merger Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation is therefore coupled with an interest and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement")irrevocable. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of STB shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the "Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") , and against any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization of STB with any party other than 3Dfx and its affiliates and against any liquidation or winding up of STB. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or STB and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor against any merger, consolidation, sale of each assets, reorganization or recapitalization of the STB with any party other actions contemplated by the Merger Agreementthan 3Dfx and its affiliates, and against any liquidation or winding up of STB, and may not exercise this proxy on any other matter. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee undersigned. This proxy is irrevocable. Dated: December __, 1998 Signature of any Shareholder: ------------------------------ Print Name of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisShareholder: ----------------------------- Shares beneficially owned:

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressShareholder's Address for Notice: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD------------------------------- ------------------------------- ------------------------------- Number of Shares owned beneficially: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit ------------------------------ Number of Shares owned of record (if different from above): ------------------------------ ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder In order to secure the performance of CFM Technologies, Inc., a Commonwealth of Pennsylvania corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc., a Delaware corporation ("Parent"), and each of them, the attorneys and proxies duties of the undersigned with full power of substitution and resubstitution, pursuant to the full extent of the undersigned's rights with respect to (i) all outstanding shares of capital stock of the Company owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereofJuly 23, between Parent and the undersigned 2001 (the "Voting Agreement"), between the undersigned, Catalina Lighting, Inc., a Florida corporation, and Sun Catalina Holdings, LLC, a Delaware limited liability company ("Sun"), a copy of such agreement being attached hereto and incorporated by reference herein, the undersigned hereby irrevocably appoints _________ and ________, and each of them, the attorneys, agents and proxies, with full power of substitution in each of them, for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in Section 1 of the Voting Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 1 and otherwise act (consistent with the terms of the Voting Agreement) with respect to all shares of Common Stock, par value $0.01 per share (the "Shares"), of Catalina Lighting, Inc., a Florida corporation ("Catalina"), whether now owned or hereafter acquired, which the undersigned is granted in consideration or may be entitled to vote at any meeting of Parent entering into the Agreement and Plan of Merger, dated as of Catalina held after the date hereof, among Parentwhether annual or special and whether or not an adjourned meeting, M2C Acquisition Corporationor, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxyif applicable, to vote the Shares at any time until the earlier to occur give written consent with respect thereto. This Proxy is given in consideration of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval certain Amended and adoption of the Merger Restated Note Purchase Agreement and the approval certain Amended and Restated Stock Purchase Agreement, each dated as of July __, 2001, by and between Catalina and Sun, and as such is coupled with an interest, shall be irrevocable and binding on any successor in interest of the Mergerundersigned and shall not be terminated by operation of law upon the occurrence of any event, and in favor of each including, without limitation, the death or incapacity of the other actions contemplated undersigned. This Proxy shall operate to revoke any prior proxy as to the Shares heretofore granted by the Merger Agreement. The undersigned may vote the Shares on all other mattersundersigned. This proxy shall be binding upon terminate on the heirs, estate, executors, personal representatives, successors and assigns of Termination Date (as defined in the undersigned (including any transferee of any of the SharesVoting Agreement). If any provision This Proxy has been executed in accordance with the Florida General Corporation Act. Dated: July __, 2001 SHAREHOLDER ____________________________________ Shares beneficially owned by Shareholder: ___________________ Shares owned of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisrecord by Shareholder: ___________________

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressVULCAN VENTURES INCORPORATED By: 1262 Xxxx Xxxx, --------------------------------------- XXXXXXX XXXXX 000-000xx Xxxxxx, XX X.X., Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Facsimile:(610Facsimile: (000) 000-0000 SHARES HELD OF RECORDAddress of Shareholder's counsel, if any, for copy of Notices under Section 5.3: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTSXxxxxxxxxxx X. Xxxxxx, Esq. Xxxxxx Pepper & Shefelman 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Facsimile: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED(000) 000-0000 Shares of Xxxxx Common Stock owned as of the date hereof: ------------------------------------ Exhibit None Shares of Xxxxx Series A Preferred Stock owned as of the date hereof: None Shares of Xxxxx Series B Preferred Stock owned as of the date hereof: 263,113 EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM TechnologiesXxxxx Microcomputer Products, Inc., a Commonwealth of Pennsylvania Georgia corporation (the "CompanyXxxxx"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc., a Delaware corporation ("Parent"), Xxxxxx X. Xxxxx the attorney and each of them, the attorneys and proxies proxy of the undersigned with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company Xxxxx owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxybelow, and (ii) any and all other shares of capital stock of the Company Xxxxx which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)hereof. (The shares of the capital stock of the Company Xxxxx referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as the "Shares.") ). Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent Access Beyond and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent Access beyond entering into the Agreement and Plan of MergerReorganization, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation between Access Beyond and a wholly owned subsidiary of Parent, and the Company Xxxxx (the "Merger Agreement"). Capitalized terms used but not otherwise defined in this proxy have the meanings ascribed to such terms in the Voting Agreement. The attorneys attorney and proxies proxy named above will be are hereby empowered, and may shall exercise this proxy, to vote the Shares at any time until prior to the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") Expiration Date at any meeting of the shareholders of the CompanyXxxxx, however called, or in connection with any solicitation written action by consent of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisXxxxx:

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressName: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORDShareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS----------------------------------------- ----------------------------------------- ----------------------------------------- Number of Shares Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit _________________ shares of Common Stock ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM TechnologiesSTB Systems, Inc., a Commonwealth of Pennsylvania Texas corporation (the "CompanySTB"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of 3Dfx Interactive, Inc., a Delaware California corporation ("Parent3DFX"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company STB beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyIrrevocable Proxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until the earlier to occur of (i) such time as that certain Agreement and which are Subject Securities Plan of Reorganization dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated in accordance with its terms or (ii) the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofDecember 13, 1998 between Parent 3Dfx and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent 3Dfx entering into the Merger Agreement. 3Dfx and the undersigned Shareholder agree and acknowledge that the grant of this irrevocable proxy is a material inducement for 3Dfx to enter into the Merger Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation is therefore coupled with an interest and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement")irrevocable. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of STB shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the "Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") , and against any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization of STB with any party other than 3Dfx and its affiliates and against any liquidation or winding up of STB. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or STB and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor against any merger, consolidation, sale of each assets, reorganization or recapitalization of the STB with any party other actions contemplated by the Merger Agreementthan 3Dfx and its affiliates, and against any liquidation or winding up of STB, and may not exercise this proxy on any other matter. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee undersigned. This proxy is irrevocable. Dated: December __, 1998 Signature of any Shareholder:____________________________ Print Name of the Shares). If any provision Shareholder:___________________________ Shares beneficially owned: _______________________________shares of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisCommon Stock

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressName: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORDShareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS----------------------------------------- ----------------------------------------- ----------------------------------------- Number of Shares Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit _________________ shares of Common Stock ANNEX A FORM OF IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM Technologies3Dfx Interactive, Inc., a Commonwealth of Pennsylvania California corporation (the "Company3DFX"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of STB Systems, Inc., a Delaware Texas corporation ("ParentSTB"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company 3Dfx beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyIrrevocable Proxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until the earlier to occur of (i) such time as that certain Agreement and which are Subject Securities Plan of Reorganization dated as of December 13, 1998 (the "MERGER AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated in accordance with its terms or (ii) the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofDecember 13, 1998 between Parent STB and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent STB entering into the Merger Agreement. STB and the undersigned Shareholder agree and acknowledge that the grant of this irrevocable proxy is a material inducement for STB to enter into the Merger Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation is therefore coupled with an interest and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement")irrevocable. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of 3Dfx shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the "Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") . The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or 3Dfx and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor of each of the may not exercise this proxy on any other actions contemplated by the Merger Agreementmatter. The undersigned Shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee undersigned. This proxy is irrevocable. Dated: December __, 1998 Signature of any Shareholder:___________________________________ Print Name of the Shares)Shareholder:__________________________________ Shares beneficially owned: ______________________________________shares of Common Stock [Irrevocable Proxy] EXHIBIT D FORM OF ARTICLES OF MERGER EXHIBIT D ARTICLES OF MERGER OF VOODOO MERGER SUB, INC. If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdictionINTO STB SYSTEMS, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisINC.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx AddressBy: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD-------------------------------------------- Shareholder's Address for Notice: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS------------------------------------------------ ------------------------------------------------ ------------------------------------------------ Shares of Common Stock Beneficially Owned: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit ------ ***FRACTAL VOTING AGREEMENT*** EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM Technologies, Inc.Fractal Design Corporation, a Commonwealth of Pennsylvania California corporation (the "CompanyCOMPANY"), hereby irrevocably (to appoints the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnologydirectors on the Board of Directors of MetaTools, Inc., a Delaware corporation ("ParentPARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding the shares of capital stock of the Company beneficially owned of record by the undersigned as of the date of this proxyundersigned, which shares are specified listed on the final page of this proxyProxy (the "SHARES"), and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire or securities issued or issuable in respect thereof on or after the date hereof hereof, until such time as that certain Agreement of Merger and which are Subject Securities Plan of Reorganization dated as of February 11, 1997 (the "MERGER AGREEMENT"), among Parent, Rook Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)Merger Agreement) is effective. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked, revoked and the undersigned agrees that no subsequent proxies will be given with respect to any of the Sharesgiven. This proxy is irrevocable, is coupled with an interest and is granted in connection with pursuant to the Voting Agreement, Agreement dated as of the date hereofFebruary 11, 1997 between Parent and the undersigned shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares empowered at any time until the earlier prior to occur of the valid termination of the Merger Agreement or to exercise all voting and other rights (including, without limitation, the effective time power to execute and deliver written consents with respect to the Shares) of the merger contemplated thereby (undersigned at every annual, special or adjourned meeting of the "Company shareholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Merger and the Merger Agreement and any matter that could reasonably be expected to facilitate the Merger") . The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Merger Agreement at every annual, special or adjourned meeting of the shareholders of the Company, however called, or Company and in connection with any solicitation every written consent in lieu of written consents from shareholders of the Companysuch meeting, in favor of approval of the approval Merger and adoption of the Merger Agreement and the approval of any matter that could reasonably be expected to facilitate the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned shareholder may vote the Shares on all other matters. This proxy Any obligation of the undersigned hereunder shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee undersigned. This proxy is irrevocable. Dated: February 11, 1997 Signature of any Shareholder: ___________________________________ Print Name of the Shares). If any provision Shareholder: __________________________________ __________ Shares of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of thisCommon Stock Beneficially Owned ***FRACTAL PROXY***

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx (Signature) --------------------------------------- (Signature of Spouse) --------------------------------------- (Print Name of Shareholder) --------------------------------------- (Print Street Address: 1262 Xxxx Xxxx) --------------------------------------- (Print City, Xxxxxx, XX 00000 Facsimile:(610State and Zip) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF --------------------------------------- (Print Telephone Number) --------------------------------------- (Social Security or Tax I.D. Number) 14 EXHIBIT I IRREVOCABLE PROXY TO VOTE SHARES OF NORTH AMERICAN VACCINE, INC. The undersigned shareholder of CFM TechnologiesNorth American Vaccine, Inc., a Commonwealth corporation existing under the federal laws of Pennsylvania corporation Canada (the "CompanyCOMPANY"), hereby irrevocably (to the fullest full extent permitted by lawthe Canada Business Corporations Act) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, the members of the Board of Directors of Baxtxx Xxxernational Inc., a Delaware corporation ("ParentPARENT"), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to attend and act for and on behalf of the undersigned at all meetings of shareholders of Company held prior to the Expiration Date and, without limiting the generality of the foregoing, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock of the Company that now are or hereafter may be beneficially owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxyundersigned, and (ii) any and all other shares or securities of capital stock of the Company which the undersigned may acquire issued or issuable in respect thereof on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of the capital stock of the Company referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as collectively, the "Shares.SHARES") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution hereofof this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx IVAX CORPORATION /s/ Xxxxxxx Xxxxx --------------------------------- (Signature) --------------------------------- (Signature of Spouse) --------------------------------- (Print Name of Shareholder) --------------------------------- (Print Street Address: 1262 Xxxx Xxxx) --------------------------------- (Print City, Xxxxxx, XX 00000 Facsimile:(610State and Zip) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF --------------------------------- (Print Telephone Number) --------------------------------- (Social Security or Tax I.D. Number) --------------------------------- (Print Telephone Number) EXHIBIT I --------- IRREVOCABLE PROXY TO VOTE SHARES OF NORTH AMERICAN VACCINE, INC. The undersigned shareholder of CFM TechnologiesNorth American Vaccine, Inc., a Commonwealth corporation existing under the federal laws of Pennsylvania corporation Canada (the "Company"), hereby irrevocably (to the fullest full extent permitted by lawthe Canada Business Corporations Act) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, the members of the Board of Directors of Xxxxxx International Inc., a Delaware corporation ("Parent"), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned undersigned, with full power of substitution and resubstitution, to attend and act for and on behalf of the undersigned at all meetings of shareholders of Company held prior to the Expiration Date and, without limiting the generality of the foregoing, to vote and exercise all voting and related rights (to the full extent of that the undersigned's rights undersigned is entitled to do so) with respect to (i) all outstanding of the shares of capital stock of the Company that now are or hereafter may be beneficially owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxyundersigned, and (ii) any and all other shares or securities of capital stock of the Company which the undersigned may acquire issued or issuable in respect thereof on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of the capital stock of the Company referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as collectively, the "Shares.") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution hereofof this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, revoked and the undersigned agrees that no not to grant any subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until after the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby Expiration Date (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Sharesas defined below). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this.

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx Name: Address: 1262 Xxxx Xxxx-------------------------------- -------------------------------- -------------------------------- Facsimile: -------------------------------- Number of issued and outstanding Company Ordinary Shares owned of record as of the date of this Voting Agreement:____________ Number of additional issued and outstanding Company Ordinary Shares owned beneficially (but not of record) as of the date of this Voting Agreement:____________ Number of options, Xxxxxxwarrants and other rights to acquire Company Ordinary Shares owned of record as of the date of this Voting Agreement:__________________ Number of additional options, XX 00000 Facsimile:(610warrants and other rights to acquire Company Ordinary Shares owned beneficially (but not of record) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit as of the date of this Voting Agreement:_______________ EXHIBIT A FORM OF IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned shareholder Shareholder of CFM Technologies, Inc.O Company, a Commonwealth corporation formed under the laws of Pennsylvania corporation the State of Israel (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxxx X. Xxxxx, Xxxxxxx xxx Mattxxx XxxhnologyX. Xxxxx, and SunGard Data Systems Inc., a Delaware corporation ("ParentS Company"), and each of them, the attorneys and proxies of the undersigned with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all the issued and outstanding shares of capital stock of the Subject Securities, including Company Ordinary Shares, owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy, proxy and (ii) any and all other shares of capital stock of the Subject Securities, including Company Ordinary Shares, which the undersigned (individually or jointly) may acquire on or of record after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)hereof. (The shares of 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 execution hereof, all prior proxies given by the undersigned with respect to any of the Shares Subject Securities, including Company Ordinary Shares, are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Subject Securities, including Company Ordinary Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent S Company and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent S Company entering into the Agreement and Plan of MergerAgreement, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, S Company and the Company (the "Merger Agreement"), which has attached thereto the related Plan of Arrangement. Capitalized terms used but not otherwise defined in this proxy have the meanings ascribed to such terms in the Agreement or the Voting Agreement, as the case may be. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until during the earlier to occur period from the date hereof through the Expiration Date at the Company Shareholders Meetings or Optionholders Meetings, however called, and at every adjournment or postponement thereof, or in any written action by consent of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") at any meeting of the shareholders of the Company, however calledto (i) appear, or in connection with any solicitation cause the holder of written consents from shareholders record as of the CompanyRecord Date to appear, at the Company Shareholders Meetings or Optionholders Meetings, or any adjournments or postponements thereof, for the purpose of establishing a quorum, and (ii) vote or cause to be voted the shares in favor of the approval Arrangement and adoption the other related transactions, the execution and delivery by the Company of the Merger Agreement and the Plan and the adoption and approval of the Merger, terms thereof and in favor of the transactions and each of the other actions contemplated by the Merger AgreementAgreement and the Plan and any action by the Company reasonably required in furtherance thereof. The This Proxy does not relate to, and the undersigned may Shareholder remains entitled to vote the Subject Securities, including Company Ordinary Shares on on, all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Subject Securities, including Company Ordinary Shares), except as provided in the Voting Agreement. Any term or provision of this proxy which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this proxy or affecting the validity or enforceability of any of the terms or provisions of this proxy in any other jurisdiction. If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so broad as to be valid and enforceable unenforceable, the provision shall be interpreted to be only so broad as is enforceable. This proxy shall terminate upon the fullest possible extentExpiration Date. Dated: March __, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this1999

SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx Name: Address: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 ---------------------------------- ---------------------------------- Facsimile: --------------------- SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO BY CUFS OPTIONS AND OTHER RIGHTS: ------------------------------------ RIGHTS ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit OWNED Company Common Stock EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned shareholder ("SHAREHOLDER") of CFM TechnologiesAXON INSTRUMENTS, Inc.INC., a Commonwealth of Pennsylvania California corporation (the "CompanyCOMPANY"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx XxxhnologyJOSEPH D. KEEGAN, Inc.PH.D., a Delaware corporation TIMOTHY A. HARKNESS and MOLECULAR DEVICES COXXXXXXXXX, x Xxxaware corxxxxxxxx ("ParentXXXXXX"), and each of them, the attorneys and proxies of the undersigned Shareholder with full power of substitution and resubstitution, to the full extent of the undersignedShareholder's rights with respect to to: (i) all the outstanding shares of capital stock of the Company owned of record by the undersigned CUFS by Shareholder as of the date of this proxy, which shares are specified on the final page of this proxy, ; and (ii) any and all other shares of capital stock of the Company which the undersigned Shareholder may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith)hereof. (The shares of the capital stock of the Company referred to in clauses "(i) )" and "(ii) )" of the immediately preceding sentence are collectively referred to as the "SharesSHARES.") Upon the execution hereof, all prior proxies given by the undersigned Shareholder with respect to any of the Shares are hereby revoked, and the undersigned Shareholder agrees that no subsequent proxies will be given with respect to any of the SharesShares but only for the matters set forth below. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned Shareholder (the "Voting AgreementVOTING AGREEMENT"), and is granted in consideration of Parent entering into the Agreement and Plan of MergerMerger and Reorganization, dated as of the date hereof, among Parent, M2C Astros Acquisition CorporationSub I, a Delaware corporation and a wholly owned subsidiary of ParentInc., Astros Acquisition Sub II, LLC and the Company (the "MERGER AGREEMENT") which provides (subject to the conditions set forth therein) for the merger of Merger Sub I with and into the Company ("MERGER I") and immediately following the effectiveness of Merger I, a merger of the Company with and into Merger Sub II ("MERGER II," and together with Merger I, the "MERGERS"). This proxy will terminate on the Expiration Date (as defined in the Voting Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the earlier to occur of Expiration Date (as defined in the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger"Voting Agreement) at any meeting of the shareholders of the Company, however called, or and in connection with any solicitation written action by consent of written consents from shareholders of the Company, in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the undersigned (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this: