Common use of Xxxxx X Clause in Contracts

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Certain Company Stockholders Voting Agreement (the "VOTING AGREEMENT"), dated as of the date hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State Xxxx and Xxxxxx X. Xxx hereby each accepts his appointment as a Shareholders’ Agent. Parent shall be entitled to deal exclusively with the Shareholders’ Agents on all matters relating to (i) the determination of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Certain Company Stockholders Voting Agreement (the "VOTING AGREEMENT"), dated as of the date hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") Final Working Capital pursuant to Section 3.3 3.1, (ii) the determination of the Voting Earnout Amount pursuant to Section 3.2, (iii) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (iv) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Holder by the Shareholders’ Agents, and on any other action taken or purported to be taken on behalf of any Holder by the Shareholders’ Agents, as fully binding upon such Holder. If one of the Shareholders’ Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Holders, then the Holders of a majority of the shares of Company Preferred Stock and Company Common Stock as of immediately prior to the Effective Time of Merger I, shall, within ten (10) calendar days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become one of the “Shareholders’ Agents” for purposes of (1) the determination of Final Working Capital pursuant to Section 3.1, (2) the determination of the Earnout Amount pursuant to Section 3.2, (3) the resolution of any disputes for which Parent may seek offset pursuant to Article 11 and (4) the enforcement of any rights the Holders may have against Parent or the Surviving Entity under this Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc.Shareholders’ Agents shall not be responsible for any act done or omitted thereunder as Shareholder’s Agents while acting in good faith and without gross negligence or willful misconduct. The Holders shall jointly and severally indemnify the Shareholders’ Agents and hold the Shareholders’ Agents harmless against any loss, a Delaware corporation ("VEECO")liability or expense incurred without gross negligence, and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as bad faith or willful misconduct on the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 part of the Delaware General Corporation LawShareholders’ Agents and arising out of or in connection with the acceptance or administration of the Shareholders’ Agents’ duties hereunder, with full power including the reasonable fees and expenses of substitutionany legal counsel or other professional retained by the Shareholders’ Agents, in connection with the Granting Stockholder's name, place acceptance and stead, to vote and otherwise act (by written consent or otherwise) with respect to all administration of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:Shareholders’ Agents’ duties hereunder.

Xxxxx X. Xxxx-Xxxxxxx, a director and Executive Vice President and Chief Operating Officer beneficially owns 2,742 outstanding Shares, (c) Xxxxx ---------------------------- Notary Public State X. Xxxxxx, a director and General Counsel of New York [Illegible] COMPANY STOCKHOLDERS POWER the Company, beneficially owns 10,600 outstanding Shares, (d) Xxxxxxx X. Xxxxxxxxx, a director of the Company, beneficially owns 9,800 outstanding Shares, (e) Xxxxxx X. Xxxxxxxxxx, a director of the Company, beneficially owns 13,650 outstanding Shares, and (f) Xx. Xxx X. Sterling, a director of the Company, beneficially owns 13,100 outstanding Shares. Pursuant to the Voting Agreements, upon the terms and subject to the conditions therein, each Proxy Grantor has agreed, provided the Merger Agreement has not been terminated, to promptly after the date of commencement of the Offer (but in all events not later than five business days thereafter) tender to Purchaser substantially all Shares beneficially owned by such Proxy Grantor. VOTING OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made SHARES. Each Proxy Grantor has also agreed, provided the Merger Agreement has not been terminated, and subject to the receipt of proper notice and in the absence of a preliminary injunction or other final order by any court or other administrative or judicial authority barring such action, to vote the Shares beneficially owned by such Proxy Grantor in accordance with the Voting Agreement, including (i) in favor of approval of the Merger Agreement, the transactions contemplated by the Merger Agreement, and any actions required in furtherance thereof and hereof (including the election of designees of Parent as directors of the Company); (ii) against any action or agreement that Certain would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholders Voting Agreement under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against: (A) any Third Party Acquisition, (B) any change in a majority of the "VOTING AGREEMENT"individuals who, as of July 27, 1999, constitute the Company Board (other than as contemplated by the Merger Agreement), dated (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any third party, (D) a sale, lease, transfer or disposition of any assets of the date hereofCompany's or any of its subsidiaries' business outside the ordinary course of business, (E) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or bylaws, (F) any other material change in the Company's corporate structure or affecting its business, or (G) any other action which this Company Stockholders Power is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Offer, the Merger or any of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in other transactions contemplated by the Merger Agreement, or the Voting Agreement. This Irrevocable IRREVOCABLE PROXY. Each Proxy is being delivered by Grantor has also, provided the undersigned Company Stockholder Merger Agreement has not been terminated, appointed Purchaser and certain designees of Purchaser, in their respective capacities as designees of Purchaser, as such Proxy Grantor's true and lawful irrevocable (until the "GRANTING STOCKHOLDER"Termination Date) pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), proxy and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to vote all outstanding Shares beneficially owned by such Proxy Grantor at any Stockholders' Meeting called for purposes of considering whether to approve the provisions of Section 212 Merger Agreement, the Merger or any of the Delaware General Corporation Lawother transactions contemplated by the Merger Agreement, with full power of substitutionor any Third Party Acquisition, in the Granting Stockholder's name, place and stead, or to vote and otherwise act (by execute a written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:meeting.

Xxxxx X. Xxxxxx, one of the Selling Stockholders, has delivered to LaSalle National Bank, N.A. ("Transfer Agent") certificates in negotiable form for the Selling Stockholders Firm Securities to be sold by him for delivery under this Agreement, together with a letter of instruction relating to the transfer of such shares to the Underwriters under this Agreement. Xxxxxxxx X. Xxxxxx, III, has also delivered to the Transfer Agent, certificates in negotiable form representing shares of Securities, certificates representing shares of Class B Common Stock to be converted into shares of Securities and options to be exercised for shares of Securities, in each case in respect of the Selling Stockholders Firm Securities to be delivered by him to the Underwriters under this Agreement, together with a letter of instruction relating to the transfer of such shares to the Underwriters under this Agreement. Each Selling Stockholder agrees that the shares represented by the certificates referred to above, the options and the shares to be issued upon exercise of the options are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders described above are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Transfer Agent in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Transfer Agent shall have received notice of such death or other event or termination. The Company will deliver the Company Firm Securities and the Transfer Agent will deliver the Selling Stockholders Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of Genesee & Wyoming Inc. in the case of the Company Firm Securities, Xxxxxxxx X. Xxxxxx, III, in the case of the Selling Stockholders Firm Securities to be sold by him and Xxxxx X. Xxxxxx in the case of the Selling Stockholders Firm Securities to be sold by him, at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx-Xxxxx ---------------------------- Notary Public State of , XX 00000, at 10:00 A.M., New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby time, on December 21, 2001, or at such other time not later than seven full business days thereafter as CSFBC, the Company and the Selling Stockholders determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx at least 24 hours prior to that Certain the First Closing Date. In addition, upon written notice from CSFBC given to the Company Stockholders Voting Agreement from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the Optional Shares as described in greater detail below. The number of Optional Securities to be purchased shall be the number of Optional Securities specified in such notice and shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "VOTING AGREEMENTClosing Date"), dated as shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the date hereofseveral Underwriters, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 against payment of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a Delaware corporation ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant bank acceptable to CSFBC drawn to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to all order of the Company Shares now owned at the above office of record or Beneficially Owned by Xxxxxxx Xxxxxxx & Xxxxxxxx. The certificates for the Granting Stockholder Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote Xxxxxxx Xxxxxxx & Xxxxxxxx at any meeting a reasonable time in advance of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:Optional Closing Date.

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Exhibit A: Release (Individual Termination) Exhibit B: Release (Group Termination) Exhibit C: Proprietary Information and Inventions Agreement RELEASE (Individual Termination) Certain Company Stockholders Voting capitalized terms used in this Release are defined in the Executive Employment Agreement (the "VOTING AGREEMENTAgreement"), dated as of the date hereof, ) which I have executed and of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms Release is a part. Capitalized I hereby confirm my obligations under the Company's proprietary information and inventions agreement. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company. Except as otherwise set forth in this Release, in consideration of benefits I will receive under the Agreement, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after this Release is executed by me. Xxxxx X. Xxxxx Date:_______________________ Exhibit B RELEASE (Group Termination) Certain capitalized terms used but not in this Release are defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder Executive Employment Agreement (the "GRANTING STOCKHOLDERAgreement") which I have executed and of which this Release is a part. I hereby confirm my obligations under the Company's proprietary information and inventions agreement. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company. Except as otherwise set forth in this Release, in consideration of benefits I will receive under the Agreement, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to Section 3.3 any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc.implied covenant of good faith and fair dealing; provided, a Delaware corporation ("VEECO")however, and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as that nothing in this paragraph shall be construed in any way to release the Granting Stockholder's attorney-in-fact and proxy Company from its obligation to indemnify me pursuant to the provisions Company's indemnification obligation pursuant to agreement or applicable law. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of Section 212 value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day (8th) after this Release is executed by me; and (F) I have received with this Release a detailed list of the Delaware General Corporation Law, with full power job titles and ages of substitution, all employees who were terminated in this group termination and the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to ages of all employees of the Company Shares now owned of record in the same job classification or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or organizational unit who were not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwiseterminated. Xxxxx X. Xxxxx Date:________________________ Exhibit C

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State shall have the rights set forth herein to nominate all of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made the Company Directors (as the number of Company Directors shall be reduced pursuant to that Certain Company Stockholders Voting Agreement (Section 2.1(b)) only so long as he maintains Beneficial Ownership of at least 50% of the "VOTING AGREEMENT"), dated Common Stock Equivalents held by him as of the date of this Agreement and the Xxxxx Employment Agreement has not been terminated by the Company for Cause (as defined therein); provided, however, that so long as Xxxxx X. Xxxxx is the Chief Executive Officer of the Company he shall serve as a Director, (ii) the Xxxxxx Holders and the Northwood Holders each shall have the rights set forth herein to nominate the Series A, B and E Preferred Directors, and such Series A, B and E Preferred Directors shall have the right to nominate members of the Committees described in Section 2.3 hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have only so long as the respective meanings ascribed to such terms Xxxxxx Holders or the Northwood Holders, as the case may be, maintain Beneficial Ownership in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 aggregate of at least 50% of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation Common Stock Equivalents ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER"excluding Warrant Shares) as the Granting Stockholder's attorney-in-fact and proxy initially acquired by it pursuant to the provisions First Series A Stock Purchase Agreement and the Second Series A Stock Purchase Agreement, and (iii) the holders of Section 212 a Majority of the Delaware General Corporation Law, with full power Shares of substitution, in Series C and D Preferred Stock shall have the Granting Stockholder's name, place rights set forth herein to nominate the Series C and stead, D Preferred Directors and to vote and otherwise act (by written consent or otherwise) with respect to all designate the Chairman of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial OwnershipBoard, and the Series C and D Preferred Directors shall have the right to nominate members of the Committees described in Section 2.3 hereof, only so long as the Qualifying Series C and D Beneficial Holders maintain Beneficial Ownership of at least 20% of the Series C and D Adjusted Fully Diluted Capitalization. If any other securitiesof Xxxxx X. Xxxxx, if any (the "OTHER SECURITIES")Xxxxxx Holders, the Northwood Holders or the Series C and D Holders loses its rights to designate Directors, the Directors which the Granting Stockholder is such Securityholder had been entitled to vote at any meeting of designate shall promptly resign and the vacancies created by such resignations shall be filled by the stockholders of the Company (whether annual voting at a special or special and whether general meeting or not an adjourned or postponed meeting) or by written consent in lieu of any such meeting at any time after the consummation of the transaction in which any such Person lost its rights to designate Directors. If any Directors or otherwise:Committee members who are required to resign such positions pursuant to the preceding sentences fail to promptly tender their written resignations, the stockholders and the remaining Directors shall promptly take such steps as may be necessary or appropriate under the Company's bylaws and applicable law in order to remove such Directors and/or Committee members. The Directors designated by the stockholders of the Company shall appoint successor committee members to fill any vacancies then existing as a result of the resignations of the Directors referred to in the two preceding sentences (other than any vacancy on the Executive Committee created by the failure of Xxxxx X. Xxxxx to serve thereon which shall be handled in the manner provided in Section 2.3(a)).

Xxxxx X. XxxxXxxxxxx, who is our Chairman and Chief Executive Officer, and his father, Xx. Xxxxxx Xxxxxxx, Jr., beneficially own, directly or indirectly, 100% of Remington. We encourage you to read the accompanying proxy statement/prospectus carefully as it sets forth the specifics of the Combination Agreement and certain other Transaction Documents, the Transactions and other important information, including the section entitled ‘‘Risk Factors’’ beginning on page 28. Regardless of the number of shares of the Company’s common stock that you own, your vote is important. As of September 18, 2019, the Bennetts beneficially owned or controlled approximately 48.6% of the outstanding voting common stock of the Company (which includes the Series B Convertible Preferred Stock owned by the Bennetts which is entitled to vote alongside the voting common stock of the Company on an as-Xxxxx ---------------------------- Notary Public State converted basis, subject to the provisions of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made the Existing IRA (described further below)). The Existing IRA generally provides that to the extent that Certain the voting power of the voting securities beneficially owned by the Bennetts (and certain other holders) exceeds 25% of the combined voting power of all of the outstanding voting securities of the Company Stockholders Voting Agreement entitled to vote on any given matter (the "VOTING AGREEMENT"shares with voting power in excess of such 25%, the ‘‘Existing IRA Excess Shares’’), dated then the Bennetts (and such other holders) will vote shares with a voting power equal to the voting power of the Existing IRA Excess Shares in the same proportion as the holders of voting securities of the Company vote their shares with respect to such matters, inclusive of the Existing IRA Reference Shares (as defined below) voted by the Xxxxxxxx (and such other holders). The Bennetts have informed the Company that they intend to vote or cause to be voted such common stock and Series B Convertible Preferred Stock in favor of the Transaction Proposal. In addition, a committee of independent directors of each of Braemar and Ashford Trust, respectively, who are independent within the meaning of applicable rules of the NYSE American and do not have a material financial interest within the meaning of Section 2-419 of the MGCL in the Merger and the other Transactions, has informed us that, as of the date hereofof this proxy statement/prospectus, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers Braemar and other designees (each Ashford Trust, acting at the direction of such Personrespective committee, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, intends to vote and otherwise act (by written consent or otherwise) with respect cause to be voted all of the Company Shares now shares beneficially owned by it in favor of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled each proposal presented to vote at any meeting of the stockholders at the Special Meeting. Braemar and Ashford Trust collectively own 793,043 shares of common stock of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu as of any such meeting or otherwise:September 18, 2019.

Xxxxx X. Xxxx-Xxxxxxxxxxx hereby agrees to unconditionally and irrevocably, guarantee the due and punctual payment and performance of all Overadvances and further agrees and acknowledges that, in respect of that certain Guarantee, dated as of July 26, 2005 issued by Xxxxx ---------------------------- Notary Public State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference X. Xxxxxxxxxxx to Laurus, (i) the defined term “Guaranteed Documents” as set forth therein is hereby made amended to include this Overadvance Side Letter and (ii) that Certain for the avoidance of doubt, the defined term “Obligations” shall include the prompt and full payment when due, by acceleration or otherwise, of all sums now or any time hereafter due from Company Stockholders Voting Agreement to Laurus in connection with such Overadvances. The Company understands that the Company has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to such agreements. It is the Company’s determination that neither this letter nor the terms and provisions of this letter, (collectively, the "VOTING AGREEMENT")“Information”) are material. The Company has had an opportunity to consult with counsel concerning this determination. The Company hereby agrees that Laurus shall not be in violation of any duty to the Company or its shareholders, dated nor shall Laurus be deemed to be misappropriating any information of the Company, if Laurus sells shares of common stock of the Company, or otherwise engages in transactions with respect to securities of the Company, while in possession of the Information. If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below. LAURUS MASTER FUND, LTD. By:_/s/Xxxxx Grin Name: Title: Xxxxx Grin Director Agreed and accepted on the date hereof: NATURADE, INC. By:/s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: CEO Agreed and acknowledged as of the date hereof: XXXXX X. XXXXXXXXXXX By: Xxxxx X. Xxxxxxxxxxx ANNEX A Overadvance Reduction Date Reduced Overadvance Amount January 3, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc.2006 $ 325,000 February 1, a Delaware corporation ("VEECO")2006 $ 292,500 March 1, and each of Veeco's officers and other designees (each such Person2006 $ 260,000 April 3, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law2006 $ 227,500 May 1, with full power of substitution2006 $ 195,000 June 1, in the Granting Stockholder's name2006 $ 162,500 July 3, place and stead2006 $ 130,000 August 1, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership2006 $ 97,500 September 1, and any other securities2006 $ 65,000 October 2, if any (the "OTHER SECURITIES")2006 $ 32,500 November 1, which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:2006 $ 0

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State shall have the rights set forth herein to nominate all of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made the Company Directors (as the number of Company Directors shall be reduced pursuant to that Certain Company Stockholders Voting Agreement (Section 2.1(b)) only so long as he maintains Beneficial Ownership of at least 50% of the "VOTING AGREEMENT"), dated Common Stock Equivalents held by him as of the date of this Agreement and the Xxxxx Employment Agreement has not been terminated by the Company for Cause (as defined therein); provided, however, that so long as Xxxxx X. Xxxxx is the -------- ------- Chief Executive Officer of the Company he shall serve as a Director, (ii) the Xxxxxx Holders and the Northwood Holders each shall have the rights set forth herein to nominate the Series A and Series B Preferred Directors, and Series A and Series B Preferred Directors shall have the right to nominate members of the Committees described in Section 2.3 hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have only so long as the respective meanings ascribed to such terms Xxxxxx Holders or the Northwood Holders, as the case may be, maintain Beneficial Ownership in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 aggregate of at least 50% of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation Common Stock Equivalents ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER"excluding Warrant Shares) as the Granting Stockholder's attorney-in-fact and proxy initially acquired by it pursuant to the provisions First Series A Stock Purchase Agreement and the Second Series A Stock Purchase Agreement, and (iii) the holders of Section 212 a Majority of the Delaware General Corporation Law, with full power Shares of substitution, in Series C Preferred Stock shall have the Granting Stockholder's name, place rights set forth herein to nominate the Series C Preferred Directors and stead, to vote and otherwise act (by written consent or otherwise) with respect to all designate the Chairman of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial OwnershipBoard, and the Series C Preferred Directors shall have the right to nominate members of the Committees described in Section 2.3 hereof, only so long as the Qualifying Series C Beneficial Holders maintain Beneficial Ownership of at least 20% of the Series C Adjusted Fully Diluted Capitalization. If any other securitiesof Xxxxx X. Xxxxx, if any (the "OTHER SECURITIES")Xxxxxx Holders, the Northwood Holders or the Series C Holders loses its rights to designate Directors, the Directors which the Granting Stockholder is such Securityholder was entitled to vote at any meeting of designate shall promptly resign and the vacancies created by such resignations shall be filled by the stockholders of the Company (whether annual voting at a meeting or special and whether or not an adjourned or postponed meeting) or by written consent at any time after the consummation of the transaction in lieu of which any such meeting Person lost its rights to designate Directors. If any Directors or otherwise:Committee members who are required to resign such positions pursuant to the preceding sentences fail to promptly tender their written resignations, the stockholders and the remaining Directors shall promptly take such steps as may be necessary or appropriate under the Company's bylaws and applicable law in order to remove such Directors and/or Committee members. The Directors designated by the stockholders of the Company shall appoint successor committee members to fill any vacancies then existing as a result of the resignations of the Directors referred to in the two preceding sentences (other than any vacancy on the Executive Committee created by the failure of Xxxxx X. Xxxxx to serve thereon which shall be handled in the manner provided in Section 2.3(a)).

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State Xxxxxxx owns FLX, and thus Parent and the Purchaser, and will become, indirectly, the owner of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference all Shares acquired by the Purchaser through the Offer. Xx. Xxxxxxx is hereby made to that Certain also the chairman of the Board of Directors of the Company Stockholders Voting Agreement (the "VOTING AGREEMENTCompany Board"). As a result of Xx. Xxxxxxx'x dual status, the Company Board appointed a special committee of independent directors (the "Special Committee") to consider FLX's proposal to make the Offer and accomplish the Merger. See BACKGROUND OF THE OFFER, below. AFTER RECEIVING THE REPORT OF THE SPECIAL COMMITTEE THE COMPANY BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO. Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") has delivered to the Special Committee its opinion, dated as of the date hereofMay 19, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder 2000 (the "GRANTING STOCKHOLDERFairness Opinion"), to the effect that, as of such date and based upon and subject to certain matters stated therein, the consideration to be received by the holders of Shares (other than FLX and its affiliates) pursuant to Section 3.3 the Offer and the Merger is fair from a financial point of view to such holders. The full text of the Voting AgreementFairness Opinion is attached as Exhibit A hereto. Holders of Shares are urged to, and should, read the Fairness Opinion carefully in its entirety. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc.Company has informed Purchaser that, a Delaware corporation as of May 15, 2000, there were ("VEECO")i) 17,058,833 Shares issued and outstanding, (ii) 3,015,764 Shares held in the treasury of Company, and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER"iii) as the Granting Stockholder's attorney-in-fact and proxy 1,099,664 Shares issuable pursuant to the provisions exercise of Section 212 options. The Merger Agreement provides, among other things, that the Company will not, without the prior written consent of Parent, issue any additional Shares (except upon the exercise of outstanding options). FLX presently owns 4,501,310 Shares, which it will contribute to Purchaser. Based on the foregoing, Xxxxxxxxx believes that the Minimum Condition will be satisfied (assuming that the number of Shares outstanding on the expiration of the Delaware General Corporation LawOffer and on May 15, with full power 2000 are the same) if 6,265,285 Shares are validly tendered and not withdrawn prior to the expiration of substitutionthe Offer. Consummation of the Merger is conditioned upon, in among other things, the Granting Stockholder's name, place approval and stead, to adoption by the requisite vote and otherwise act (by written consent or otherwise) with respect to all of shareholders of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securitiesMerger Agreement, if any required by applicable law and the Company's Articles of Incorporation (the "OTHER SECURITIESArticles of Incorporation"). See PLANS FOR THE COMPANY; OTHER MATTERS, which below. Under the Granting Stockholder is entitled HBCA and pursuant to the Articles of Incorporation, the affirmative vote at any meeting of the stockholders holders of a simple majority of the outstanding Shares is the only vote of any class or series of the Company's capital stock that is required to approve the Merger Agreement and the Merger. If the Purchaser owns at least 90% of the outstanding Shares, Purchaser and Parent may effect a "short-form" merger, described below, for which no shareholder vote is required. Under Section 415-75.5 of the HBCA, if a corporation owns at least 90% of the outstanding shares of each class of two or more subsidiary corporations, the corporation holding such stock may merge such subsidiaries together, without any action or vote on the part of the boards of directors or the shareholders of either corporation (a "short-form merger"). In the event that Purchaser acquires in the aggregate at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, then, at the election of Parent, a short-form merger could be effected without any further approval of the Company Board or the shareholders of the Company. If Purchaser does not own 90% of the outstanding Shares following consummation of the Offer, Parent or Purchaser could (whether annual i) seek to purchase additional Shares in the open market or special otherwise in order to reach the 90% threshold, permitting Parent to carry out a short-form merger, or (ii) choose to proceed with the "long-form merger" described above. If Purchaser chooses to purchase additional Shares on the open market in order to reach the 90% threshold, the per Share consideration paid for any Shares so acquired may be greater or less than the Offer Price. Parent presently intends to carry out a short-form merger, if permitted to do so under the HBCA, pursuant to which the Purchaser will be merged with and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:into Company. See PLANS FOR THE COMPANY; OTHER MATTERS, below. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND YOU SHOULD READ THEM IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

Xxxxx X. Xxxx-, B. Xxxxx ---------------------------- Notary Public Xxxx and Xxx XxXxxx (such members, the “Crimson Directors”). Until the first anniversary of the Effective Time, the Board of Directors shall take all requisite action to cause the Board of Directors to be comprised of the five Contango Directors and the three Crimson Directors; provided, however, that, during such period, at least three of the Contango Directors and at least two of the Crimson Directors shall be independent for purposes of the rules of the New York Stock Exchange. If, at any time until the first anniversary of the Effective Time, the number of Crimson Directors and Contango Directors serving, or that would be serving following the next stockholders’ meeting at which directors are to be elected, as directors of the Corporation, would not be as set forth above, then, subject to the fiduciary duties of the directors of the Corporation, the Board of Directors (and any nominating committee thereof) shall appoint, and nominate for election at the next stockholders’ meeting at which directors are to be elected, such person or persons as may be requested by the remaining Crimson Directors (if the number of Crimson Directors is, or would otherwise become, less than three) (and such person or persons, “Crimson Directors”) or by the remaining Contango Directors (if the number of Contango Directors is, or would otherwise become, less than five) (and such person or persons, “Contango Directors”) to ensure that there will be five Contango Directors and three Crimson Directors. For purposes of these Bylaws, the “Effective Time” means the date and time of the filing with the Secretary of State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Certain Company Stockholders Voting Agreement (the "VOTING AGREEMENT"), dated as State of Delaware of the date hereofCertificate of Merger consummating the merger of Contango Acquisition, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO")and wholly-owned subsidiary of the Corporation, with and each of Veeco's officers and other designees (each such Personinto Crimson, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 terms and conditions of the Delaware General Corporation LawAgreement and Plan of Merger dated as of April [—], with full power of substitution2013, in among the Granting Stockholder's nameCorporation, place Crimson and steadContango Acquisition, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:Inc.

Xxxxx X. Xxxx-Xxxxxxx, a director and Executive Vice President and Chief Operating Officer of the Company, beneficially owns 2,742 outstanding Shares, (c) Xxxxx ---------------------------- Notary Public State X. Xxxxxx, a director and General Counsel of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby the Company, beneficially owns 10,600 outstanding Shares, (d) Xxxxxxx X. Xxxxxxxxx, a director of the Company, beneficially owns 9,800 outstanding Shares, (e) Xxxxxx X. Xxxxxxxxxx, a director of the Company, beneficially owns 13,650 outstanding Shares, and (f) Xx. Xxx X. Sterling, a director of the Company, beneficially owns 13,100 outstanding Shares. Pursuant to the Voting Agreements, upon the terms and subject to the conditions therein, each Proxy Grantor has agreed, provided the Merger Agreement has not been terminated, to promptly tender to Purchaser all Shares beneficially owned by such Proxy Grantor, has agreed to vote such Shares in favor of approval of the Merger Agreement and the transactions contemplated thereby and has granted an irrevocable proxy to Purchaser with respect to such Shares. Each holder (other than holders of Excluded Shares) of a certificate evidencing any Shares will, from and after the effective time of the Merger, cease to have any rights with respect to such Shares, except the right to receive the Offer Price. From and after the consummation of the Merger, each Excluded Share will be canceled and extinguished and cease to exist without any conversion thereof, and no payment will be made to that Certain Company Stockholders Voting Agreement with respect thereto. DEUTSCHE BANK SECURITIES INC. (the "VOTING AGREEMENTDEUTSCHE BANK"), dated FINANCIAL ADVISOR TO THE COMPANY, HAS DELIVERED A WRITTEN OPINION TO THE BOARD, DATED JULY 26, 1999 (THE "DEUTSCHE BANK OPINION"), TO THE EFFECT THAT, AS OF THAT DATE, THE CONSIDERATION TO BE RECEIVED BY THE HOLDERS OF COMPANY COMMON STOCK PURSUANT TO THE MERGER AGREEMENT WAS FAIR FROM A FINANCIAL POINT OF VIEW. THE FULL TEXT OF THE DEUTSCHE BANK OPINION IS ATTACHED TO THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WHICH IS BEING MAILED TO STOCKHOLDERS OF THE COMPANY HEREWITH. STOCKHOLDERS ARE URGED TO READ SUCH OPINION CAREFULLY AND IN ITS ENTIRETY FOR ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS OF THE REVIEW OF DEUTSCHE BANK. The Company has informed Purchaser that as of July 21, 1999 there were 8,995,515 Shares issued and outstanding and outstanding options to purchase 1,499,557 additional Shares. The Minimum Condition should therefore be satisfied if at least approximately 5,247,536 Shares are validly tendered and not withdrawn prior to the date hereofExpiration Date (up to 751,272 Shares will be tendered to Purchaser pursuant to the Voting Agreements). THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF THE COMPANY'S STOCKHOLDERS. ANY SUCH SOLICITATION WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). Tendering stockholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 6 of which this Company Stockholders Power the Letter of Attorney Transmittal, stock transfer taxes on the purchase of Shares pursuant to the Offer. However, any tendering stockholder or other payee who fails to complete and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms sign the Substitute Form W-9 that is included in the Letter of Transmittal may be subject to a part. Capitalized terms used but not defined in this Irrevocable Proxy have required backup federal income tax withholding of 31% of the respective meanings ascribed gross proceeds payable to such terms stockholder or other payee pursuant to the Offer. See "THE TENDER OFFER--5. Certain Federal Income Tax Consequences." Purchaser will pay all charges and expenses of Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), as Dealer Manager (in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (such capacity, the "GRANTING STOCKHOLDERDealer Manager") pursuant to Section 3.3 of ), BankBoston, N.A., as Depositary (in such capacity, the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECODepositary"), and each of Veeco's officers and other designees Xxxxxxxxx Shareholders Communications Inc., as Information Agent (each in such Personcapacity, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIESInformation Agent"), which incurred in connection with the Granting Stockholder is entitled to vote at any meeting Offer. For a description of the stockholders of fees and expenses to be paid by Purchaser, see "THE TENDER OFFER--20. Fees and Expenses." The information contained in this Offer to Purchase concerning the Company was supplied by the Company. None of Ocean Group, Parent, Purchaser, the Dealer Manager, the Depositary or the Information Agent takes any responsibility for the completeness or accuracy of such information. The information contained in this Offer to Purchase concerning the Offer, the Merger, Ocean Group, Parent and Purchaser was supplied by Ocean Group, Parent and Purchaser. The Company takes no responsibility for the completeness or accuracy of such information. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. ALSO SEE "THE TENDER OFFER--21. MISCELLANEOUS" FOR INFORMATION REGARDING CERTAIN ADDITIONAL DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (whether annual or special THE "COMMISSION") IN CONNECTION WITH THE OFFER. References herein to Ocean Group will, unless the context indicates otherwise, include Ocean Group and whether or not an adjourned or postponed meeting) or consent in lieu all of any such meeting or otherwise:its subsidiaries, including Parent and Purchaser. THE TENDER OFFER

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference Xxxx (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received under the Employment Agreement to which this release is hereby made to that Certain Company Stockholders Voting Agreement attached as Exhibit A (the "VOTING AGREEMENT"“Employment Agreement”), dated as of the date hereofdoes hereby release and forever discharge WCI Communities Management, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms LLC, a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder Delaware limited liability company (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments “Employer”), its parent WCI Communities, Inc., a Delaware corporation ("VEECO"“Parent”), and each of Veeco's officers and other designees (each such PersonWCI Communities, LLC, a "PROXYHOLDER"Delaware limited liability company (collectively with the Employer and Parent, the “Company”) its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers or shareholders in such capacities (collectively with the Company, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Executive acknowledges that the Granting Stockholder's attorney-in-Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and proxy forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits due after the date this General Release of Claims is executed to which Executive is entitled under COBRA, the Employment Agreement or any other compensation or employee benefit plans in which Executive is eligible to participate at the time of execution of this General Release of Claims, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, any indemnification and advancement rights Executive may have as a former employee, officer or director of the Company or its subsidiaries or affiliated companies including, without limitation, any rights arising pursuant to the provisions articles of Section 212 of the Delaware General Corporation Lawincorporation, with full power of substitution, in the Granting Stockholder's name, place bylaws and stead, to vote and otherwise act (by written consent or otherwise) with respect to all any other organizational documents of the Company Shares now owned or any of record its subsidiaries, the Indemnification Agreement between the Company and Executive dated as of November 5, 2013, as may be amended from time to time or Beneficially Owned any other similar arrangement or agreement (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Granting Stockholder and Company or its subsidiaries or affiliated companies in accordance with the terms of which the Granting Stockholder may hereafter acquire record or Beneficial Ownershipsuch policy, and (v) any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting rights as a holder of the stockholders equity securities of the Company (whether annual or special and whether or not an adjourned or postponed meetingclauses (i) or consent in lieu of any such meeting or otherwise:through (v), the “Reserved Claims”).

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State and each officer of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference the Company has agreed in writing that such person will not, for a period of 30 months from the date that the Registration Statement is hereby made to that Certain Company Stockholders Voting Agreement declared effective by the Commission (the "VOTING AGREEMENTLock-up Period"), dated as of the date hereofoffer to sell, of which this Company Stockholders Power of Attorney and Irrevocable Proxy contract to sell, or otherwise sell, dispose of, loan, or grant any rights with respect to (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other designees (each such Personcollectively, a "PROXYHOLDERDisposition") as any shares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or any affiliate or with respect to which such person has or hereafter acquires the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitutionDisposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the Granting Stockholder's namedistributees thereof agree in writing to be bound by the terms of this restriction, place and stead, to vote and otherwise act (by written consent or otherwiseiii) with respect to up to 85% of such Securities, in connection with pledges to secure obligations for borrowed money, or (iv) with the prior written consent of Xxxxxxxxx, Xxxxxxxx & Company LLC; provided, that after the expiration of the 18-month period following the effective date of the Registration Statement, the Disposition of up to 50% of the Securities held by such persons shall be permitted. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. The Company has provided to counsel for the Underwriters a complete and accurate list of all securityholders of the Company and the number and type of securities held by each securityholder. The Company has provided to counsel for the Underwriters true, accurate and complete copies of all of the Company Shares now owned of record agreements pursuant to which Xx. Xxxxx and the Company's officers have agreed to such or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any similar restrictions (the "OTHER SECURITIESLock-up Agreements")) presently in effect or effected hereby. The Company hereby represents and warrants that it will not release any of its officers or Xx. Xxxxx from any Lock-up Agreements currently existing or hereafter effected without the prior written consent of Xxxxxxxxx, which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Xxxxxxxx & Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:LLC.

Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State may continue to serve as a director of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Certain the Company Stockholders Voting Agreement and (y) the Board of Directors shall have at least three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Parent (such directors, the "VOTING AGREEMENTIndependent Directors"); provided further, that if at any time or from time to -------- ------- time fewer than three Independent Directors remain, the other directors shall elect to the Board of Directors such number of persons who shall be neither officers of the Company nor designees, shareholders, affiliates or associates of Parent so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least three. Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply the Company any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate on behalf of the Company this Agreement, the Company Stock Option Agreement or the Termination Agreement, dated as of the date hereof, among the Company, Xxxxxx and Xxxxxx X. Xxxxxx (ii) exercise or waive any of which this Company Stockholders Power the Company's rights or remedies hereunder or thereunder, (iii) extend the time for performance of Attorney and Irrevocable Proxy Parent's or Purchaser's obligations hereunder or thereunder or (this "IRREVOCABLE PROXY"iv) forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed take any other action required to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered be taken by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 Board of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent Directors hereunder or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:thereunder.

Xxxxx X. Xxxxxx Xxxxxxx X. XxXxxxxx Xxxxxx Xxxxxx, MD Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxxxxx Ph.D. Xxxxxxx X. Xxxxxxx SCHEDULE III Issuer Free Writing Prospectus None SCHEDULE IV Pricing Information Size: 5,000,000 shares of common stock Over-allotment option: 750,000 additional shares of common stock Public offering price: $7.00 per share Net proceeds (excluding the over-allotment): $33,000,000 (after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by the Company) Exhibit A FORM OF LOCK-UP AGREEMENT June , 2009 Xxxxxxxxxxx & Co. Inc. c/o Oppenheimer & Co. Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx-Xxxxx ---------------------------- Notary , Xxx Xxxx 00000 Re: Public State Offering of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made ImmunoGen, Inc. Ladies and Gentlemen: The undersigned, a holder of common stock, par value $.01 (“Common Stock”), or rights to acquire Common Stock, of ImmunoGen, Inc. (the “Company”) understands that Certain Company Stockholders Voting you, as Representative of the Underwriter(s), propose to enter into an Underwriting Agreement (the "VOTING AGREEMENT"“Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the Underwriter(s) named in Schedule I to the Underwriting Agreement (the “Underwriter(s)”), dated as of shares of Common Stock of the date hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a partthe “Securities”). Capitalized terms used but herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the agreement by the Underwriter(s) to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the Underwriter(s) that, without the prior written consent of Xxxxxxxxxxx & Co. Inc. on behalf of the Underwriter(s), the undersigned will not, during the period ending 90 days after the date of the final prospectus (the “Lock-Up Period”) relating to the Public Offering (the “Prospectus”), directly or indirectly (1) offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially (as defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in Securities Exchange Act of 1934, as amended (the Voting Agreement. This Irrevocable Proxy is being delivered “Exchange Act”)) by the undersigned Company Stockholder on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the "GRANTING STOCKHOLDER"economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or publicly announce an intention to do any of the foregoing. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxxxxxx & Co. Inc. on behalf of the Underwriter(s), it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing shall not apply to (i) transfers of Common Stock as a bona fide gift or gifts, (ii) transfers to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided that any such transfer shall not involve a disposition for value, or (iii) transfers by will or intestate succession; provided, however, that (A) each donee, transferee or distribute under clause (i), (ii) or (iii) shall execute and deliver a letter substantially in the form hereof agreeing to be bound by the terms hereof and (B) neither the undersigned nor any other party to the applicable transaction under clause (i), (ii) or (iii), shall be required to file, or voluntarily file, a report under Section 16(a) of the Exchange Act, other than a filing on Form 5 made after the expiration of the Lock-Up Period, (iv) the sale of the Securities to be sold pursuant to Section 3.3 the Prospectus, (v) the establishment or modification of a trading plan that complies with Rule 10b5-1 promulgated under the Exchange Act; provided that no sales are made pursuant to such trading plan during the Lock-Up Period and (vi) the sale of Common Stock or other securities by or on behalf of the Voting undersigned pursuant to a trading plan established prior to the date of this Letter Agreement that complies with Rule 10b5-1 promulgated under the Exchange Act; provided that no modification is made to the formula, algorithm or computer program with respect to such trading plan during the Lock-Up Period. For purposes of this Letter Agreement, the term “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act of 1933, as amended, and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc.represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, a Delaware corporation assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by July 15, 2009, or if the Underwriting Agreement ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to than the provisions of Section 212 thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Delaware General Corporation LawCommon Stock to be sold thereunder, with full power of substitutionthe undersigned shall be released form all obligations under this Letter Agreement. The undersigned, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent participating in lieu the Offering, understands that the Underwriter is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This lock-up agreement shall be governed by and construed in accordance with the laws of any such meeting or otherwise:the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: Exhibit B-1 FORM OF LEGAL OPINION OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.