0001144204-08-068722 Sample Contracts

VOTING AGREEMENT
Voting Agreement • December 11th, 2008 • Wynnefield Partners Small Cap Value Lp • Semiconductors & related devices • New York

This VOTING AGREEMENT (this “Agreement”), dated as of December 8, 2008 is made by and between Wynnefield Capital, Inc. (“WCI”), a Delaware corporation with an office at 450 Seventh Avenue, Suite 509, New York, NY 10123 and Caiman Partners L.P., (“Caiman Partners”), a Delaware limited partnership with an office at 5506 Worsham Court, Windermere, FL 34786 (each an “Interested Party” and collectively the “Interested Parties”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 11th, 2008 • Wynnefield Partners Small Cap Value Lp • Semiconductors & related devices

This JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 8th day of December, 2008, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P.I, Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus, and Joshua Landes, Caiman Partners L.P., Caiman Capital GP, L.P., Caiman Capital Management LLC and Brian Kahn.

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