Form of Proxy

RESOLVED: THAT THE TRANSACTION PURSUANT TO WHICH THE COMPANY WILL SELL SUBSTANTIALLY ALL OF ITS BUSINESS ASSETS TO FUNICULAR FUNDS, LP (BUYER) FOR A TOTAL PURCHASE PRICE OF $5,295,000, PLUS REIMBURSEMENTS FOR CERTAIN COSTS AND EXPENSES IN THE AGGREGATE AMOUNT OF APPROXIMATELY $83,918 AND THE ASSUMPTION BY BUYER OF CERTAIN OF THE COMPANYS LIABILITIES (THE TRANSACTION), AND THE ASSET PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND BUYER, WHICH HAS BEEN MADE AVAILABLE TO THE STOCKHOLDERS, TOGETHER WITH ALL DOCUMENTS THAT ARE EXHIBITS THERETO OR ARE OTHERWISE DELIVERABLE THEREUNDER OR CONTEMPLATED THEREBY (COLLECTIVELY, THE TRANSACTION DOCUMENTS), EACH BE, AND EACH HEREBY IS, APPROVED AND ADOPTED IN ALL RESPECTS FOR PURPOSES OF SECTION 271 OF THE DELAWARE GENERAL CORPORATION LAW (THE DGCL); THAT THE OFFICERS OF THE COMPANY BE, AND EACH HEREBY IS, AUTHORIZED AND EMPOWERED, IN THE NAME AND ON BEHALF OF THE COMPANY, TO EXECUTE AND DELIVER THE TRANSACTION DOCUMENTS AND TO TAKE ALL SUCH FURTHER ACTIONS AS ANY OF THEM DEEMS NECESSARY, DESIRABLE, OR APPROPRIATE TO CONSUMMATE AND EFFECTUATE THE TRANSACTION; AND THAT ALL ACTIONS PREVIOUSLY TAKEN BY ANY OFFICER OF THE COMPANY IN CONNECTION WITH THE TRANSACTION BE, AND HEREBY ARE, RATIFIED, CONFIRMED, AND APPROVED IN ALL RESPECTS.

RESOLVED: THAT, CONTINGENT UPON AND EFFECTIVE AS OF THE CONSUMMATION OF THE TRANSACTION, THE VOLUNTARY DISSOLUTION AND WINDING UP OF THE COMPANYS AFFAIRS (THE DISSOLUTION AND WINDING UP) IN ACCORDANCE WITH THE DGCL, AND PURSUANT TO THE TERMS AND CONDITIONS OF THE PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION IN SUBSTANTIALLY THE FORM ATTACHED TO THE NOTICE AS EXHIBIT A (THE PLAN), BE, AND IT HEREBY IS, APPROVED AND ADOPTED IN ALL RESPECTS FOR PURPOSES OF SECTION 275 OF THE DGCL, SUBJECT TO SUCH CHANGES AS THE OFFICERS OF THE COMPANY, IN CONSULTATION WITH THE COMPANYS COUNSEL, DETERMINE TO BE NECESSARY, APPROPRIATE, OR DESIRABLE; THAT THE DISSOLUTION AND WINDING UP WILL BE EFFECTUATED WITHIN A REASONABLE TIME AFTER THE COMPANYS POTENTIAL LIABILITIES IN CONNECTION WITH THE TRANSACTION ARE EXPECTED TO HAVE BEEN RESOLVED OR TO HAVE LAPSED AND THE COMPANY IS NOT OTHERWISE REQUIRED TO REMAIN ACTIVE FOR ANY REASON, WHICH THE COMPANY ANTICIPATES TO BE NO LATER THAN THE END OF THE 2026 CALENDAR YEAR; AND THAT THE OFFICERS OF THE COMPANY BE, AND EACH HEREBY IS, AUTHORIZED AND EMPOWERED TO TAKE ALL ACTIONS NECESSARY, DESIRABLE, OR APPROPRIATE TO EFFECTUATE THE DISSOLUTION AND WINDING UP AND THE PLAN, INCLUDING CAUSING A CERTIFICATE OF DISSOLUTION TO BE FILED WITH THE DELAWARE SECRETARY OF STATE, AND THAT ALL PRIOR ACTIONS RELATING TO THE FOREGOING BE, AND HEREBY ARE, RATIFIED AND APPROVED

RESOLVED: THAT, FOR PURPOSES OF SECTION 144(A)(2) OF THE DGCL, THE DISINTERESTEDSTOCKHOLDERS OF THE COMPANY BEING THE STOCKHOLDERS OTHER THAN PAUL PAGANO, DAVID ANDERSON, FUNICULAR FUNDS, LP AND ITS AFFILIATES - HAVING BEEN INFORMED OF THE MATERIAL FACTS AS TO THE INTERESTS OF MR. PAGANO, MR. ANDERSON, AND FUNICULAR FUNDS, LP IN THE MATTERS DESCRIBED IN THE ACCOMPANYING CIRCULAR, HEREBY APPROVE AND RATIFY, WITHOUT COERCION: (A) THE TRANSACTION AND THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE FACT THAT THE TRANSACTION IS WITH FUNICULAR FUNDS, LP AS BUYER AND THE TRANSACTION AND DEFERRED BONUSES PAYABLE TO MR. PAGANO AND MR. ANDERSON UPON THE CLOSING OF THE TRANSACTION AS DESCRIBED IN THE CIRCULAR; AND (B) THE PAYMENT BY THE COMPANY OF REASONABLE COMPENSATION TO ITS DIRECTORS AND OFFICERS FOR SERVICES ACTUALLY RENDERED IN CONNECTION WITH THE WINDING UP OF THE COMPANYS AFFAIRS FOLLOWING THE CLOSING OF THE TRANSACTION, IN AN AGGREGATE AMOUNT NOT TO EXCEED $150,000, TO BE TREATED AS AN EXPENSE OF THE WINDING UP PAYABLE PRIOR TO DISTRIBUTIONS TO STOCKHOLDERS, ON THE TERMS DESCRIBED IN THE CIRCULAR AND THE PLAN. THE VOTES OF THE DISINTERESTED STOCKHOLDERS ON THIS RESOLUTION SHALL BE SEPARATELY TABULATED.