Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Unitholder hereby irrevocably and unconditionally grants to, and appoints, Buyer Parent and any designee thereof, thereof as such Unitholder’s proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderUnitholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date its Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided that such StockholderUnitholder’s grant of the proxy contemplated by this Section 2.02 1.2 shall be effective if, and only if, such Stockholder Unitholder has not delivered to the Company Parent prior to the meeting at which any of the matters described in Section 2.01(a) 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder its Securities be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided, further, that Stockholder any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii) and such Unitholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoall other matters. (b) Each Stockholder Unitholder hereby represents that any proxies other than as set forth in this Agreement heretofore given in respect of its Subject StockSecurities, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder Unitholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 1.2 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Unitholder under this Agreement. The parties Each Unitholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and and, except upon the occurrence of the Expiration Date, is intended to be irrevocable until the Expiration Date, at which time it will terminate automaticallyirrevocable. If for any reason any proxy granted herein is not irrevocable, then each Stockholder Each Unitholder agrees, until the Expiration Date, to vote its Subject Stock Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.1 as instructed by Parent in writing. The parties agree that the foregoing is a voting agreementagreement between each Unitholder and Parent.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer Sub and Howa▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇il▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Jame▇ ▇▇▇▇▇▇, ▇▇ their respective capacities as officers of Sub, and any designee thereofindividual who shall hereafter succeed to any such office of Sub, and each of them individually, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares against (including by proxy i) any Takeover Proposal or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant any amendment of the proxy contemplated by this Section 2.02 shall be effective ifCompany's Certificate of Incorporation or Bylaws, and only if, such Stockholder has not delivered or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company prior which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the meeting at which Offer, the Merger, the Merger Agreement or any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that other transactions contemplated by the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoMerger Agreement. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its such Stockholder's Subject Stock, if any, Shares are revocablenot irrevocable, and that any such proxies are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 5 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under in accordance with this Agreement. The parties Such Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and is intended to may under no circumstances be irrevocable until the Expiration Date, at which time it will terminate automaticallyrevoked. If for any reason any proxy granted herein is not irrevocable, then each Such Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree hereby ratifies and confirms all that the foregoing is a voting agreement.such

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and Pame▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Paul ▇. G. ▇▇▇▇▇▇, ▇▇d any designee thereofother individual who shall hereafter be designated by Parent, and each of them individuallythem, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or cause to be voted (including by proxy grant a consent or written consentapproval in respect of such Shares, if applicable) the Subject Stock owned by such Stockholder as at any meeting of Stockholders of the applicable record date Company or at any adjournment thereof or in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant any other circumstances upon which their vote, consent or other approval is sought, in favor of the proxy Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by this Section 2.02 shall be effective if, the Merger Agreement and only if, such Stockholder has not delivered to the Company prior to the meeting at which against any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoAlternative Transaction or Frustrating Transaction. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 6 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties Such Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 10. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses the provisions of Section 218 of the Delaware General Corporation Law. Such irrevocable proxy shall be valid until the later to occur of (i) eleven months from the date hereof or (ii) through (iv) the termination of this Agreement pursuant to Section 2.01(a). The parties agree that the foregoing is a voting agreement10.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each subject to Section 1.5, the Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer ATLS and any designee thereof, and each of them individually, thereof as each the Stockholder’s true proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date its Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Vote; provided that such the Stockholder’s grant of the proxy contemplated by this Section 2.02 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company ATLS prior to the meeting at which any of the matters described in Section 2.01(a) 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder Securities be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided, further, that any grant of such proxy shall only entitle ATLS or its designee to vote on the matters specified by Section 1.1(ii), and Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoall other matters. (b) Each The Stockholder hereby represents that any proxies other than as set forth in this Agreement heretofore given in respect of its Subject Stockthe Securities, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 1.2 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. The parties Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and and, except upon the occurrence of the Expiration Date, is intended to be irrevocable until the Expiration Date, at which time it will terminate automaticallyirrevocable. If for any reason any proxy granted herein is not irrevocable, then each The Stockholder agrees, until the Expiration Date, to vote its Subject Stock Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.1 above as instructed by ATLS in writing. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after Subject to the date hereof until the Expiration Datelast sentence of subsection (c) hereunder, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer Parent and any designee thereofeach of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties"), and each of them individually, as each Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder Shares, or cause to be voted (including by proxy execute one or more written consent, if applicable) the Subject Stock owned by such Stockholder as consents or approvals in respect of the applicable record date Stockholder Shares, (i) in accordance with clauses favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) through against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) of Section 2.01(a); provided that such Stockholder’s grant against any amendment of the proxy contemplated by this Section 2.02 shall Company Charter Documents or any other action or agreement that is intended or could reasonably be effective ifexpected to impede, and only ifinterfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such will not be exercised by any Authorized Party unless Stockholder be voted in accordance with clauses (ii) through (ivbreaches its obligations under Section 1(b) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretothis Agreement. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, the Stockholder Shares are revocable, and that any such proxies have been or are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 6 is given in connection with the execution of the Asset Purchase Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under in accordance with this Agreement. The parties Stockholder hereby further affirm affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, prior to vote its Subject Stock termination of this Agreement in accordance with clauses (ii) through (ivthe provisions of Section 212(e) of the DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 2.01(a)9. The parties agree Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that the foregoing is a voting agreementStockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably appoints Parent as its proxy and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or, as applicable, cause or cause direct to be voted (including by proxy or written consentproxy, if applicable) ), the Subject Stock owned by such Stockholder as of the applicable record date Shares in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 1.01 above at the Company Stockholders’ Meeting or other annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifstockholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a) are 1.01 above is to be considered, a duly executed irrevocable proxy card directing that in each case prior to the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)Expiration Time; provided, furtherhowever, that such irrevocable proxy shall be effective (automatically and without any further action by any of the parties hereto) only upon written notice from Parent to Stockholder no later than five (5) business days prior to the Company Stockholder Meeting notifying Stockholder of Parent’s election to effect the proxy described in this Section 1.02 (the “Parent Proxy Election”), it being understood that Stockholder may exercise voting rights in the ordinary course prior to such notice in a manner consistent with Section 1.01. Stockholder represents that all proxies, powers of attorney, instructions or other requests given by Stockholder prior to the execution of this Agreement in respect of the voting of any of the Shares, if any, are not irrevocable. Stockholder shall retain take such further action or execute such other instruments as may be necessary to effectuate the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretointent of this proxy. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stockaffirms that, if anythe Parent Proxy Election is made pursuant to Section 1.02(a), are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby Stockholder further affirm affirms that the such irrevocable proxy is coupled with an interest and is intended to be irrevocable until during the Expiration Date, at which time it will terminate automaticallyterm of this Agreement. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, agrees to vote its Subject Stock the Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)1.01 above. The parties hereto agree that the foregoing is a voting agreement. (c) The proxy granted by each Stockholder in this Section 1.02, following effectiveness, shall remain valid until the earlier of (i) the time that the Company Shareholder Approval has been obtained and (ii) the termination of this Agreement in accordance with Section 5.02, in each case immediately upon which each such proxy shall automatically terminate without any further action required by any person.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From Each Founder and after the date hereof until Investor further agrees not to take any other actions as a stockholder of the Expiration DateCompany or in any other capacity intended to or reasonably likely to, each Stockholder directly or indirectly, circumvent, avoid or nullify the voting arrangements required by this Article II. (b) Each Founder hereby irrevocably and unconditionally grants to, and appoints, Buyer appoints the Investor and any designee thereof, thereof as its proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consentproxy, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Founder’s Founder Shares (i) in accordance with clauses Section 2.1 above, and (ii) through (ivsubject to and commencing upon the Closing, in accordance with Section 2.3(a)(iii) of Section 2.01(a); provided that such Stockholder’s grant above, in each case at any annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifshareholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a2.1 or Section 2.3(a)(iii) are above is to be considered. Each Founder represents that all proxies, a duly executed irrevocable proxy card directing that the Subject Stock powers of attorney, instructions or other requests given by such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) Founder prior to the extent Buyer does not provide written instruction with respect thereto. (b) Each Stockholder hereby represents that any proxies heretofore given execution of this Agreement in respect of its Subject Stockthe voting of such Founder’s Founder Shares, if any, are revocable, not irrevocable and each Founder hereby revokes any and all such previous proxies, powers of attorney, instructions or other than, in requests with respect to such Founder’s Founder Shares. Each Founder shall take such further action or execute such other instruments as may be necessary to effectuate the case intent of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilitythis proxy. (c) Each Stockholder hereby Founder affirms that the irrevocable proxy set forth in this Section 2.02 2.4 is given in connection with the execution of the Asset Share Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Founder under this Agreement. The parties hereby Each Founder further affirm affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in this Section 2.4, is intended to be irrevocable until irrevocable; provided, that such proxy shall be automatically terminated in respect of the matters described in Section 2.1 at the Expiration Date, at which time it will terminate automaticallyTime. If for any reason any the proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, Shareholder agrees to vote its Subject Stock such Shareholder’s Securities in accordance with clauses Section 2.1 and Section 2.3(a)(iii) above (ii) through (iv) in the case of the matters described in Section 2.01(a2.1, prior to the Expiration Time). The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ and any designee thereofother individual who shall hereafter be designated by Parent, and each of them individuallythem, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or cause to be voted (including by proxy grant a consent or written consentapproval in respect of such Shares, if applicable) the Subject Stock owned by such Stockholder as at any meeting of stockholders of the applicable record date Company or at any adjournment thereof or in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant any other circumstances upon which their vote, consent or other approval is sought, in favor of the proxy Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by this Section 2.02 shall be effective if, the Merger Agreement and only if, such Stockholder has not delivered to the Company prior to the meeting at which against any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoAlternative Transaction or Frustrating Transaction. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 5 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties Such Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses the provisions of the General Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the earlier of (i) December 31, 1998 or (ii) through (iv) the termination of this Agreement pursuant to Section 2.01(a)8. The parties agree that the foregoing is a voting agreement6.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably revokes (or agrees to cause to be revoked) any proxies that Stockholder has heretofore granted with respect to the Covered Shares (other than pursuant to the Voting Agreement, dated March 2, 2018, by and unconditionally among the Company and each investor thereto, as amended by that certain Omnibus Amendment to Investors’ Rights Agreement and Voting Agreement, dated December 10, 2018 (the “Voting Agreement”)) on those matters set forth in Section 1(a). Stockholder hereby grants to, and appoints, Buyer and any designee thereof, and each of them individually, Parent as each Stockholder’s true irrevocable (until the Termination Date) proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution) to (i) attend any and all meetings of the Company’s stockholders, held for the purpose of voting on those matters set forth in Section 1(a), for and in (ii) vote, express consent or dissent or issue instructions to the name, place and stead of such Stockholder, record holder to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) the provisions of Section 2.01(a); provided that 1(a) at any and all such Stockholder’s grant meetings of the proxy contemplated Company’s stockholders or in connection with any action sought to be taken by this written consent of the Company’s stockholders without a meeting in connection with the matters set forth in Section 2.02 shall be effective if1(a), and only if(iii) grant or withhold, such Stockholder has not delivered or issue instructions to the Company prior record holder to the meeting at which any of the matters described in Section 2.01(a) are to be consideredgrant or withhold, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) the provisions of Section 2.01(a1(a); provided, furtherall written consents with respect to the Covered Shares at any and all meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent of the Company’s stockholders without a meeting in connection with the matters set forth in Section 1(a). Stockholder intends this proxy to be irrevocable (until the Termination Date) (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of Stockholder, as applicable) and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. ▇▇▇▇▇▇ agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Parent acknowledges and agrees that Stockholder shall retain may vote the authority Covered Shares on all other matters not referred to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto1(a). (b) Each Stockholder hereby represents that any proxies heretofore given The proxy granted in respect this Section 2 shall automatically expire upon the termination of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, this Agreement in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityaccordance with Section 3. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 2 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the execution of the Asset Purchase Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance obligations of Stockholder under Section 1(a). (d) With respect to any Covered Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the duties name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Stockholder under this Agreement. The parties hereby further affirm that Covered Shares to grant the irrevocable proxy is coupled and take all other actions provided for in this Section 2 with an interest and is intended respect to be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreementsuch Covered Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Company as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Parent Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the Company act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Parent (i) at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses this Agreement, or (ii) through if earlier, a duly executed written consent in accordance with this Agreement, within seven (iv7) days of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote date on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide which such action by written instruction with respect theretoconsent is being taken. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Shareholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Shareholder. If for any reason any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Parent as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Company Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Company (i) at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses this Agreement, or (ii) through if earlier, a duly executed written consent in accordance with this Agreement, within seven (iv7) days of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote date on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide which such action by written instruction with respect theretoconsent is being taken. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Shareholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Shareholder. If for any reason any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From the Closing and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer ▇▇▇▇▇ and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company GSL (with a copy to ▇▇▇▇▇) prior to the meeting Stockholders Meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer ▇▇▇▇▇ does not provide written instruction with respect theretothereto to the Stockholder’s address specified in Section 6.01 at least 5 (five) Business Days prior to the relevant Stockholders Meeting, or, if less than 5 (five) Business Days, only if receipt of such instruction is confirmed by such Stockholder in writing (which may be by email) or by telephone. (b) Each Except as set forth in Section 2.02(a), each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes agrees to revoke all such proxies, other than, in proxies on or prior to the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo FacilityClosing. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution closing of the Asset Purchase transactions contemplated by the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable from the Closing until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, from the Closing until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is provisions in Section 2.01 and Section 2.02 are a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer each of Parent, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Senior Vice President, Secretary and General Counsel, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, its Senior Vice President of Finance, in their respective capacities as designees of Parent, and any designee thereofindividual who shall hereafter succeed to any such office of Parent, and each of them individually, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares, (including by proxy or written consent, if applicablei) the Subject Stock owned by such Stockholder as in favor of the applicable record date adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or any Frustrating Transaction, and (iii) otherwise in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 2. The proxy granted in this Section 3 shall expire upon the earlier of the proxy contemplated by termination of this Agreement pursuant to Section 2.02 shall be effective if, 8 or the date that is 249 months and only if, such Stockholder has not delivered to three days following the Company prior to the meeting at which any date of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock granting of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoproxy pursuant hereto. (b) Each Stockholder hereby represents and warrants that any proxies heretofore given in respect of its such Stockholder's Subject Stock, if any, are revocableShares were not irrevocable, and hereby revokes that all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityproxies hereby are revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 3 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties Each Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and is intended to may under no circumstances be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreementrevoked.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Parent as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Company’s Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicableproxy) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Company at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretothis Agreement. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Shareholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Shareholder. If for any reason any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer each of Parent, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Senior Vice President, Secretary and General Counsel, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, its Senior Vice President of Finance, in their respective capacities as designees of Parent, and any designee thereofindividual who shall hereafter succeed to any such office of Parent, and each of them individually, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares, (including by proxy or written consent, if applicablei) the Subject Stock owned by such Stockholder as in favor of the applicable record date adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal or any Frustrating Transaction, and (iii) otherwise in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 2. The proxy granted in this Section 3 shall expire upon the earlier of the proxy contemplated by termination of this Agreement pursuant to Section 2.02 shall be effective if, 8 or the date that is 24 months and only if, such Stockholder has not delivered to three days following the Company prior to the meeting at which any date of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock granting of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoproxy pursuant hereto. (b) Each Stockholder hereby represents and warrants that any proxies heretofore given in respect of its such Stockholder's Subject Stock, if any, are revocableShares were not irrevocable, and hereby revokes that all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityproxies hereby are revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 3 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties Each Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and is intended to may under no circumstances be irrevocable until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreementrevoked.