ARTICLE IVoting Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
IRREVOCABLE PROXY -----------------Irrevocable Proxy • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
The undersigned shareholder of Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior prox
W I T N E S S E T H :Employment Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
WITNESSETH:Corporate Contribution and General Conveyance Agreement • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey
