NAMES OF REPORTING PERSONS

Thornridge Holdings Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

CITIZENSHIP OR PLACE OF ORGANIZATION

The province of incorporation is Nova Scotia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

3,271,466 shares

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

3,271,466 shares

SHARED DISPOSITIVE POWER

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,271,466 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

During the period beginning on the date of the Voting Agreement and continuing until the Voting Agreement is terminated in accordance with its terms (the “Term”), Thornridge Holdings agreed, at any meeting of the stockholders of the Issuer or in any other circumstance upon which a vote with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Issuer or in any other circumstances in which

the stockholders of the Issuer are entitled to vote, consent or give any other approval with respect to the Merger, adoption of the Merger Agreement or the approval of the transactions contemplated thereby, to, unless the Board of Directors of the Issuer or the Special Committee effects a Change in Recommendation, (a) appear at each such meeting in person or by proxy or otherwise cause the Subject Shares to be counted as present for purposes of calculating a quorum at such meeting and respond to each request by the Issuer for written consent, if any and (b) vote or cause to be voted (including by written consent, if applicable) the Subject Shares, to the extent the Subject Shares may vote on the matter in question, in favor of obtaining the Requisite Stockholder Approval and the other transactions contemplated by the Merger Agreement, including the approval and adoption of the Merger, the Merger Agreement and any related action reasonably required in furtherance thereof.

During the Term, at any meeting of the stockholders of the Issuer or at any adjournment thereof, or in connection with any written consent of the stockholders of the Issuer or in any other circumstance upon which Thornridge Holdings’ vote, consent or other approval is sought, Thornridge Holdings must (solely in its capacity as a stockholder of the Issuer) vote (or cause to be voted) the Subject Shares (to the extent the Subject Shares may vote on the matter in question) against (including by withholding written consent, if applicable) (a) any Acquisition Proposal (other than the Merger Agreement and the Merger), (b) any amendment of the Amended and Restated Articles of Incorporation of the Issuer or the Amended and Restated By-Laws of the Issuer, or (c) any other proposal or transaction which would be reasonably likely to impede, interfere with, materially delay, frustrate the purposes of, result in a breach by the Issuer of, prevent or nullify any provision of the Merger Agreement or the Merger or other transactions contemplated in the Merger Agreement or in the Voting Agreement.

During the Term, Thornridge Holdings agreed not to sell, transfer, tender, grant, pledge (except as pledged as of the date of the Voting Agreement pursuant to the Existing Bank Lines and Pledges), encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument (collectively, “Transfer”)) or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the terms of the Voting Agreement and the Merger Agreement. However, Thornridge Holdings may distribute all or any portion of the Subject Shares to its affiliates if and only if such affiliates first agree in writing to be bound by the restrictions in the Voting Agreement with respect to such Subject Shares. During the Term, Thornridge Holdings also agreed to not (a) grant any proxies (other than the Issuer proxy card in connection with the stockholders meeting of the Issuer in connection with the Merger or at any other stockholders’ meeting of the Issuer if and to the extent such proxy is consistent with Thornridge Holdings’ obligations under Section 3(a) of the Voting Agreement) and except as provided by the Voting Agreement, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares, (b) convert or allow to be converted Thornridge Holdings’ Class B Common Stock into Class A Common Stock or (c) take any action or enter into any other agreement that would reasonably be expected to make any of its representations or warranties contained in the Voting Agreement untrue or incorrect in any material respect or would have the effect of preventing or materially delaying Thornridge Holdings from performing any of its obligations under the Voting Agreement.

Thornridge Holdings agreed to certain provisions concerning the non-solicitation of Acquisition Proposals, as set forth in Section 3(d) of the Voting Agreement.

Thornridge Holdings made certain representations and warranties to Parent and Merger Sub in the Voting Agreement with respect to, among other things, its ownership of the Subject Shares.

The Voting Agreement will terminate upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement, and (c) any amendment or modification of, or waiver to, the Merger Agreement, without prior written approval of Thornridge Holdings, that (i) provides for,

or results in, any decrease in, or change in the form of, or change in the structural mechanism of payment of any consideration in respect of, the Class A Merger Consideration or Class B Merger Consideration, (ii) has a material adverse effect on Thornridge Holdings or its interests in the Issuer, or (iii) changes the Termination Date (other than a change to the Termination Date as provided by the terms of the Merger Agreement).