0001104659-15-072770 Sample Contracts

IRREVOCABLE PROXY AND VOTING AGREEMENT
Irrevocable Proxy and Voting Agreement • October 26th, 2015 • Glen Capital Partners Focus Fund, L.P. • Services-business services, nec • New York

This Irrevocable Proxy and Voting Agreement (this “Agreement”), dated October 22, 2015 (the “Effective Date”), is made by and between Glen Capital Partners, LLC, a Delaware limited partnership (“Glen Capital”), and Leon G. Cooperman, an individual (“Cooperman”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • October 26th, 2015 • Glen Capital Partners Focus Fund, L.P. • Services-business services, nec

The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D/A to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D/A jointly on behalf of each such party.

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