Voting Agreement between Barington Capital Group, L.P. and Dynabazaar, Inc. Special Committee (January 5, 2007)

Summary

Barington Capital Group, L.P. and its affiliates, who own about 5.9% of Dynabazaar, Inc.'s common stock, agree to vote all their shares in favor of a proposed merger involving Dynabazaar, LQ Merger Corp., and L Q Corporation, Inc. Their votes will be cast in proportion to the votes of other Dynabazaar shareholders. This agreement ensures Barington's support for the merger as outlined in the related Merger Agreement.

EX-2.2 3 b416756_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 Dynabazaar, Inc. 888 Seventh Avenue New York, NY 10019 Attn: Mr. Rory Cowan Chairman Dear Rory: 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 5.9% of the outstanding shares of Dynabazaar 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 Dynabazaar 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 Dynabazaar. 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