indemnification letter agreement

Value and Opportunity Master Fund has agreed to compensate Messrs. Barron and Traub for being named as and serving as
nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”). Pursuant to the terms of
the Compensation Letter Agreements, Value and Opportunity Master Fund has agreed to pay each of Messrs. Barron and Traub (i) $10,000 in
cash upon the earlier to occur of (a) the filing of a preliminary consent statement with the SEC relating to the Solicitation and (b) the
submission of a letter to the Issuer nominating Messrs. Barron and Traub for election as directors at the 2011 Annual Meeting and (ii) $10,000
in cash upon the earlier to occur of (a) the filing of a definitive consent statement with the SEC relating to the Solicitation and (b) the filing of a
definitive proxy statement with the SEC relating to a solicitation of proxies in favor of Messrs. Barron and Traub’s election as directors of the
Issuer at the Annual Meeting.

Pursuant to the Compensation Letter Agreements, each of Messrs. Barron and Traub agreed to use such compensation to
acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Barron and Traub shall determine, but in any event no later
than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs. Barron and Traub
agreed not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director;
provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Barron and Traub may
sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

http://files.shareholder.com/downloads/IMMR/979590510x0xS1193805-11-2/1058811/1193805-11-2.pdf