Voting Agreement between Barington Capital Group, L.P. and L Q Corporation, Inc. Special Committee (February 26, 2007)

Summary

This agreement is between Barington Capital Group, L.P. and the Special Committee of the Board of Directors of L Q Corporation, Inc. Barington, which owns about 11.49% of LQ's shares, agrees to vote all its current and future shares in favor of a proposed merger, in the same proportion as other shareholders. The agreement ensures Barington's votes will align with the majority of LQ shareholders regarding the merger.

EX-2.2 3 e26429ex2-2.txt LETTER AGREEMENT Exhibit 2.2 Barington Capital Group, L.P. 888 Seventh Avenue New York, NY 10019 February 26, 2007 Special Committee of the Board of Directors L Q Corporation, Inc. 888 Seventh Avenue New York, NY 10019 Attn: Mr. Steven Berns Chairman Dear Steven: Reference is hereby made to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") which is being executed contemporaneously herewith, by and among Dynabazaar, Inc., a Delaware corporation ("Dynabazaar"), LQ Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of Dynabazaar ("LMC"), and L Q Corporation, Inc., a Delaware corporation ("LQ"). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement. Barington Capital Group, L.P. ("Barington") and its affiliates are collectively the beneficial owners of approximately 11.49% of the outstanding shares of LQ Common Stock. In connection with the Merger, Barington hereby irrevocably and unconditionally agrees to vote, and to cause its affiliates to vote, all of the shares of LQ Common Stock now owned or hereafter acquired by Barington and its affiliates in respect of the Merger, in proportion to the votes of the other stockholders of LQ. BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner By: /s/ James A. Mitarotonda -------------------------------------- Name: James A. Mitarotonda Title: President and CEO