Voting Agreement between Barington Capital Group, L.P. and L Q Corporation, Inc. Special Committee

Summary

Barington Capital Group, L.P., which owns about 7.2% of L Q Corporation, Inc.'s shares, agrees to vote all its current and future shares in favor of a proposed merger involving Dynabazaar, Inc., LQ Merger Corp., and L Q Corporation, Inc. Barington commits to vote its shares in the same proportion as other LQ shareholders. This agreement is irrevocable and unconditional, and is tied to the execution of the related Merger Agreement.

EX-2.2 3 b416755_ex2-2.txt EXHIBIT 2.2 EXHIBIT 2.2 Barington Capital Group, L.P. 888 Seventh Avenue New York, NY 10019 January 5, 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 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 7.2% 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