Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. The Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Shareholder Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or each of Audi and any designee of Parentindividual designated in writing by Audi, and each of them individually, as such Supporting ShareholderStockholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Stockholder, to voteattend any meeting of stockholders of the Company on behalf of such Stockholder or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing a quorum, act by written to vote the Subject Shares, or grant a consent or execute and deliver a proxy, solely approval in respect of the matters described inSubject Shares, solely in a manner required by this Section 2. Stockholder understands and acknowledges that the Investors are entering into the Investment Agreement and the applicable Investment Documents in accordance with, Section 2.1(a), reliance upon Stockholder’s execution and to vote or grant a written consent with respect to delivery of this Agreement. Stockholder hereby affirms that the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney set forth in this Section 2(b) is given in connection with, and in consideration of, of the execution of the Merger Investment Agreement and by the TransactionsInvestors, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder Stockholder under this Agreement. The Supporting Shareholder Stockholder hereby (a) further affirms that such the irrevocable proxy is (i) coupled with an interest, interest sufficient at law to support an irrevocable proxy and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted may under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not circumstances be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate except upon the termination of this Agreement in accordance with its terms. Stockholder hereby ratifies and confirms all actions that such proxyholder may lawfully take or cause to be taken by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable, and the exercise of the voting rights of the Subject Shares in the manner required by this Section 2 is intended to be enforceable, in accordance with the provisions of all applicable Law, including Sections 212 and 218 of the DGCL. The irrevocable proxy granted hereunder shall remain in full force and effect for the Term. With respect to the proxy granted hereunder by Stockholder, Audi agrees not to exercise this proxy if Stockholder complies with its obligations in this Agreement. Stockholder shall take all further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this irrevocable proxy. Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares, if any, with respect to the matters set forth in Section 2(a) are revocable and hereby revokes any and all such proxies.

Grant of Irrevocable Proxy. The Supporting Shareholder Each of the Stockholders hereby irrevocably appoint as its proxy and unconditionally grants a proxy to, and appoints, Parent and/or any designee of attorney-in-fact Parent, and any executive officer of Parent designated by Parent in writing, each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect the fullest extent of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent Stockholder’s rights with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy Company Shares, effective as of and power of attorney is given in connection with, and in consideration of, for the execution duration of the Merger Agreement and the TransactionsTerm, and that such irrevocable proxy is given to secure the performance attend any meeting of the duties Company Stockholders on behalf of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to Stockholder or otherwise cause all of the last sentence of this Section 2.3, executed and intended Covered Company Shares to be irrevocable in accordance with the provisions counted as present thereat for purposes of the Laws of the State of New Yorkestablishing a quorum, and to vote (bor execute written consents, if applicable) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities Company Shares solely as required pursuant to Section 2.1, and in each case, solely in the extent such prior proxies event of a failure by the Stockholder to act in accordance with Section 2.1 . The proxy granted and voting undertakings conflict with or are inconsistent with by each of the proxies granted Stockholders under this Section 2.3 and no subsequent proxy or voting undertaking Agreement shall be given by such Supporting Shareholder (irrevocable during the Term and if given shall be ineffective)deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. The Supporting Shareholder shall Each of the Stockholders (a) will take such further action or execute such other instruments as may be requested by Parent in accordance with to the relevant provisions of the Laws of the State of New York or any other Law extent necessary to effectuate the intent of such proxy and this proxySection 2.2, (b) hereby represents that any proxies heretofore given in respect of the Covered Company Shares, if any, are revocable and (c) hereby revokes any proxy previously granted by the Stockholder with respect to any Covered Company Shares. The power of attorney granted by such Supporting Shareholder herein the Stockholder under this Section 2.2 is a durable power of attorney and, so long as Parent has and the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The irrevocable proxy and power of attorney granted by this Section 2.2 shall survive the bankruptcy and the dissolution, cancellation, termination, liquidation or winding up of the Stockholder. During the Term, the Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization or enter into any voting agreement or voting arrangement (including any voting trust) with respect to any of such Stockholder’s Covered Company Shares that are inconsistent with such Stockholder’s obligations hereunder or have the effect of preventing or materially impeding such Stockholder from performing its obligations under this Agreement. Parent may terminate this proxy with respect to any of the Stockholders at any time at its sole election by written notice provided to such Stockholder. For the avoidance of doubt, the proxy granted by each of the Stockholders under this Agreement automatically shall automatically terminate and without further action by the Parties terminate expire upon the termination of this Agreement and also shall expire and terminate with respect to the shares of Company Common Stock referred to in Section 2.1 (b)(ii) hereof in the event of a Company Change of Recommendation in accordance with its termsthe terms of the Merger Agreement.

Grant of Irrevocable Proxy. The Supporting Shareholder Principal Holder hereby irrevocably appoints as his, her or its proxy and unconditionally grants a proxy to, and appoints, Parent and/or any designee of attorney-in-fact Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for effective as of the date hereof and continuing until termination of this Agreement pursuant to Section 6.01 (the “Voting Period”), (a) to attend any and all stockholder meetings of the Company with respect to the matters set forth in such Supporting Shareholder’s nameSection 2.01, place and stead, (b) to vote, act by written express consent or execute and deliver a proxydissent or issue instructions to the record holder to vote, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote express consent or grant a written consent dissent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable Shares in accordance with the provisions of the Laws of the State of New York, Section 2.01(a) at any such meeting and (bc) revokes any and to grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 2.01(a), all prior proxies granted and voting undertakings delivered by such Supporting Shareholder written consents with respect to the Covered Securities Shares, in each case as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the extent such prior proxies Covered Shares. The proxy granted and voting undertakings conflict with or are inconsistent with by the proxies granted Principal Holder under this Section 2.3 and no subsequent proxy or voting undertaking Agreement shall be given by such Supporting Shareholder (irrevocable during the Voting Period and if given shall be ineffective)deemed to be coupled with an interest sufficient in law to support an irrevocable proxy. The Supporting Shareholder shall Principal Holder will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law reasonably necessary to effectuate the intent of such proxy and this proxySection 2.02. The power of attorney granted by such Supporting Shareholder herein the Principal Holder under this Section 2.02 is a durable power of attorney andand shall survive the bankruptcy or dissolution of the Principal Holder. Other than as provided in this Section 2.02, so long as Parent has the interest secured by such Principal Holder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of the obligations secured by such power Principal Holder’s Covered Shares. For Covered Shares as to which any Principal Holder is the Beneficial Owner but not the holder of attorney remain undischargedrecord, the power Principal Holder shall cause any holder of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity record of such Supporting ShareholderCovered Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.02. The Parent may terminate this proxy and power of attorney granted hereunder shall automatically and without further action with respect to any Principal Holder at any time at his, her or its sole election by written notice provided to the Parties terminate upon the termination of this Agreement in accordance with its termsPrincipal Holder.

Grant of Irrevocable Proxy. The Supporting Shareholder By executing this Agreement, the Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and (to the fullest extent permitted by law) appoints each of them individuallyJxx X. Xxxxx and Txxxxx X. Xxxxxxx of Customers, as such Supporting the sole and exclusive attorneys and proxies of the undersigned Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute vote and deliver a proxy, solely in respect of exercise all voting and related rights (to the matters described in, and in accordance with, Section 2.1(a), and full extent that the undersigned Shareholder is entitled to vote or grant a written consent do so) with respect to the Covered Securities provided Shares in Section 2.1(aaccordance with the terms of this Agreement (which is referred to herein as the “Proxy”). This The Proxy is irrevocable proxy (to the fullest extent permitted by law), is coupled with an interest and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under granted pursuant this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy Proxy is (i) coupled granted in consideration of Customers’ agreement to merge with an interestthe Company pursuant the Merger, and (ii) subject in such merger the Stockholder will be entitled to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions receive a portion of the Laws Merger Consideration (as defined in the Agreement and Plan of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffectiveMerger). The Supporting Shareholder shall Stockholder, at Customers’ request, will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxythe Proxy and the Stockholder hereby revokes any proxy previously granted with respect to the Shares in connection with any of the Voting Matters. Customers may, in its sole discretion, inform the Stockholder that it does not intend to utilize the Proxy and in such case, the Stockholder shall appear and vote the Shares or provide written consent as provided in Section 5 hereof and the Proxy shall be of no force or effect; provided, however, that if the Stockholder shall fail to appear and vote the Shares or provide written consent as provided in Section 5 hereof, the Proxy shall immediately become effective and exercisable by Customers according to its terms. The power Shares beneficially owned by the Stockholder as of the date of this Agreement are listed on the signature page hereto, along with the number(s) of the stock certificate(s) representing such Shares (to the extent such number is readily available as of the date hereof). Except as otherwise provided herein, upon the Stockholder’s execution of this Agreement, granting the Proxy, any and all prior proxies given by the undersigned Shareholder with respect to any Shares are hereby revoked and terminated, and the Stockholder agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time prior during the Voting Period, to act as the Stockholder’s attorney granted by such Supporting and proxy to vote all of the Shares, and to exercise all voting, consent and similar rights of the undersigned Shareholder herein is a durable power with respect to all of attorney andthe Shares (including, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischargedwithout limitation, the power to execute and deliver written consents) at every annual or special meeting of attorney shall not be revoked by stockholders of the dissolutionCompany (and at every adjournment or postponement thereof), bankruptcy, death or incapacity and in every written consent in lieu of such Supporting Shareholdermeeting, all as set forth in this Agreement. The proxy attorneys and power proxies named above may not exercise the Proxy on any matter other than the Voting Matters. The Stockholder may vote the Shares on all other matters. Any obligation of attorney granted hereunder Stockholder herein shall automatically and without further action by the Parties terminate be binding upon the termination successors and assigns of this Agreement in accordance with its terms.Stockholder. The Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date

Grant of Irrevocable Proxy. The Supporting Shareholder By executing this Agreement, the Stockholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and (to the fullest extent permitted by law) appoints each of them individuallyXxx X. Xxxxx and Xxxxxx X. Xxxxxxx of Customers, as such Supporting the sole and exclusive attorneys and proxies of the undersigned Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and steadresubstitution, to vote, act by written consent or execute vote and deliver a proxy, solely in respect of exercise all voting and related rights (to the matters described in, and in accordance with, Section 2.1(a), and full extent that the undersigned Shareholder is entitled to vote or grant a written consent do so) with respect to the Covered Securities provided Shares in Section 2.1(aaccordance with the terms of this Agreement (which is referred to herein as the “Proxy”). This The Proxy is irrevocable proxy (to the fullest extent permitted by law), is coupled with an interest and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under granted pursuant this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy Proxy is (i) coupled granted in consideration of Customers’ agreement to merge with an interestthe Company pursuant the Merger, and (ii) subject in such merger the Stockholder will be entitled to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions receive a portion of the Laws Merger Consideration (as defined in the Agreement and Plan of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffectiveMerger). The Supporting Shareholder shall Stockholder, at Customers’ request, will take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxythe Proxy and the Stockholder hereby revokes any proxy previously granted with respect to the Shares in connection with any of the Voting Matters. Customers may, in its sole discretion, inform the Stockholder that it does not intend to utilize the Proxy and in such case, the Stockholder shall appear and vote the Shares or provide written consent as provided in Section 5 hereof and the Proxy shall be of no force or effect; provided, however, that if the Stockholder shall fail to appear and vote the Shares or provide written consent as provided in Section 5 hereof, the Proxy shall immediately become effective and exercisable by Customers according to its terms. The power Shares beneficially owned by the Stockholder as of the date of this Agreement are listed on the signature page hereto, along with the number(s) of the stock certificate(s) representing such Shares (to the extent such number is readily available as of the date hereof). Except as otherwise provided herein, upon the Stockholder’s execution of this Agreement, granting the Proxy, any and all prior proxies given by the undersigned Shareholder with respect to any Shares are hereby revoked and terminated, and the Stockholder agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time prior during the Voting Period, to act as the Stockholder’s attorney granted by such Supporting and proxy to vote all of the Shares, and to exercise all voting, consent and similar rights of the undersigned Shareholder herein is a durable power with respect to all of attorney andthe Shares (including, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischargedwithout limitation, the power to execute and deliver written consents) at every annual or special meeting of attorney shall not be revoked by stockholders of the dissolutionCompany (and at every adjournment or postponement thereof), bankruptcy, death or incapacity and in every written consent in lieu of such Supporting Shareholdermeeting, all as set forth in this Agreement. The proxy attorneys and power proxies named above may not exercise the Proxy on any matter other than the Voting Matters. The Stockholder may vote the Shares on all other matters. Any obligation of attorney granted hereunder Stockholder herein shall automatically and without further action by the Parties terminate be binding upon the termination successors and assigns of this Agreement in accordance with its terms.Stockholder. The Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date

Grant of Irrevocable Proxy. The Supporting EACH SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, [LEAD INVESTOR] AS SUCH SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH SHAREHOLDER, TO VOTE ALL SUCH SHAREHOLDER’S SUBJECT SECURITIES (OWNED OF RECORD OR BENEFICIALLY), OR GRANT A CONSENT OR APPROVAL IN RESPECT OF SUCH SUBJECT SECURITIES WITH VOTING POWER, IN FAVOR OF THE ELECTION TO THE COMPANY’S BOARD OF DIRECTORS OF ONE PERSON DESIGNATED BY [LEAD INVESTOR]. Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or represents that any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely heretofore given in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered such Shareholder’s Subject Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionsare not irrevocable, and that all such proxies are hereby revoked. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given to secure the performance of the such Shareholder’s duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) further affirms that the irrevocable proxy set forth in this Section 2 is coupled with an interest and may under no circumstances be revoked unless and until this Agreement is terminated in accordance with Section 3 of this Agreement. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsapplicable law.

Grant of Irrevocable Proxy. The Supporting Shareholder (a) MatlinPatterson hereby irrevocably and unconditionally grants a proxy toseverally constitutes, and appoints, Parent and/or Family Holdings and any designee of Parentperson designated by Family Holdings to act in MatlinPatterson's place, proxy and each of them individually, as such Supporting Shareholder’s proxies and attorneysattorney-in-fact, fact (with full power of substitution and re-substitutionresubstitution), for and in such Supporting Shareholder’s the name, place and steadstead of MatlinPatterson, to vote the MatlinPatterson Shares, or grant a consent or approval in respect of such shares, in a manner consistent with Section 2 hereof to the same extent and with the same effect as MatlinPatterson might or could do under applicable law. MatlinPatterson agrees to execute such other instruments (including, if requested and without limitation, a Proxy in substantially the form of Schedule A) as may reasonably be necessary or advisable to effect the intent of the proxy granted hereby and shall not hereafter purport to grant any other proxy or power of attorney with respect to any of the MatlinPatterson Shares, deposit any of the MatlinPatterson Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, act grant any proxy or give instructions with respect to the voting of any of the MatlinPatterson Shares. The irrevocable proxy granted hereby shall remain in full force and effect (not limited by written consent or execute the three-year period referenced in 8 Del. Code §212(b)) with respect to the MatlinPatterson Shares so long as the same remain subject to the provisions of this Agreement. MatlinPatterson represents and deliver a proxy, solely warrants that any proxies (other than the proxies contained in Section 4(a) hereof) heretofore given in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This MatlinPatterson Shares are not irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent proxies are hereby revoked. MatlinPatterson understands and acknowledges that Family Holdings is entering into the HMP Investments Trust Agreement in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate reliance upon the termination execution, delivery and performance of this Agreement in accordance with its termsby MatlinPatterson.

Grant of Irrevocable Proxy. The Each Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Each Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Each Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent HoldCo and/or any designee of ParentHoldCo, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) and Section 2.1(b), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a) and Section 2.1(b). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactionstransactions contemplated thereby, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.32.2, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 2.2 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Each Shareholder shall take such further action or execute such other instruments as may be requested by Parent HoldCo in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting each Shareholder herein is a durable power of attorney and, so long as Parent HoldCo has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s its proxies and attorneys-in-fact, with full power of substitution and re-substitutionresubstitution, for and in such Supporting Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a). This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the TransactionsAgreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. The Supporting Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, interest and (ii) subject to the last sentence of this Section 2.32.2, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes . Each Shareholder hereby represents that any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and or voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 2.2, if any, have been revoked or substituted by Parent and any designee thereof with respect to such Shareholder’s Covered Securities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger, and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Each Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. If for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees to vote its respective Covered Securities in accordance with Section 2.1(a) as instructed in writing by Parent, or any designee of Parent prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement. The power of attorney granted by such Supporting each Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties parties hereto terminate upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy. The Supporting Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or Xxxxxxx X. Xxxxxxxx and J. Xxxxxxx Xxxxxxxx, or either of them, in their respective capacities as officers of Purchaser, and any designee individual who shall hereafter succeed to any such office of ParentPurchaser, and each of them individually, as such Supporting the Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of the Shareholder, to votevote the Shares (excluding any shares of Common Stock held for the benefit of the Shareholder in the Company’s ESOP) (the “Non-ESOP Shares”), act by written or to grant a consent or execute and deliver a proxy, solely approval in respect of the matters described inNon-ESOP Shares, and in accordance with, a manner consistent with Section 2.1(a), and to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(a1(a). This The Shareholder represents, warrants and covenants that (i) all proxies heretofore given by the Shareholder in respect of any Non-ESOP Shares are not irrevocable and (ii) all proxies heretofore given by the Shareholder in respect of any Non-ESOP Shares are hereby revoked. The Shareholder understands and acknowledges that Purchaser is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 1(b) is given in connection with, and in consideration of, with the execution and delivery of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting the Shareholder under this Agreement. The Supporting Shareholder hereby (afurther affirms that the irrevocable proxy set forth in this Section 1(b) affirms is coupled with an interest and may not be revoked under any circumstances. The Shareholder hereby ratifies and confirms all that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended may lawfully do or cause to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered done by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Supporting Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsvirtue hereof.

Grant of Irrevocable Proxy. The Supporting Each Selling Shareholder hereby irrevocably grants to and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as such Supporting Shareholder’s proxies and attorneys-in-factappoints Xxxxxxx, with full power of substitution (Xxxxxxx and re-substitutionhis substitutes being referred to herein as “Proxy”), for and in as such Supporting Selling Shareholder’s name, place proxy and stead, attorney-in-fact to vote, or act by written consent or execute with respect to, all of such Selling Shareholder’s Subject Shares during the Voting Period in the manner determined by Xxxxxxx in his sole and deliver a proxy, solely in respect absolute discretion. Without limiting the generality of the foregoing, each Selling Shareholder agrees that the Proxy may, in such Selling Shareholder’s name and stead, during the Voting Period (i) attend any annual or special meeting of the Company’s shareholders and vote all of the Subject Shares held by such Selling Shareholder on all matters described in, presented to the Company’s shareholders at any such annual or special meeting; and in accordance with, Section 2.1(a), and to vote or grant a written consent (ii) execute with respect to all of the Covered Securities provided Subject Shares held by such Selling Shareholder any written consent to any matter to which the Company’s shareholders are entitled to express such consent without a meeting, all in Section 2.1(a)the manner determined by Xxxxxxx in his sole and absolute discretion. This irrevocable proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement and the Transactions, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting each Selling Shareholder under this Voting Agreement. The Supporting Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest, and (ii) subject to the last sentence of this Section 2.3, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder with respect to the Covered Securities to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under this Section 2.3 and no subsequent proxy or voting undertaking shall be given by such Supporting Shareholder (and if given shall be ineffective). The Supporting Each Selling Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxyproxy and power of attorney. The power of attorney granted by such Supporting Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, Company acknowledges and agrees that the power of attorney and proxy granted pursuant to this Section 2.2 shall not be revoked by construed to deny any Selling Shareholder the dissolution, bankruptcy, death right to (i) receive any notice or incapacity communication from the Company which the other shareholders of such Supporting Shareholder. The proxy the Company generally are entitled to receive or (ii) attend or participate in any meeting of the Company’s shareholders to the same extent as the other shareholders of the Company generally are entitled to attend and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of this Agreement in accordance with its termsparticipate.

Grant of Irrevocable Proxy. The Supporting In furtherance of the Shareholder’s agreement in Section 2(a) of this Agreement, contemporaneously with the execution of this Agreement (i) the Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or VDA and any designee of Parentother individual designated in writing by VDA, and each of them individually, as such Supporting the Shareholder’s proxies proxy and attorneysattorney-in-fact, fact (with full power of substitution and re-substitution), for and in such Supporting Shareholder’s the name, place and steadstead of Shareholder, to votevote the Committed Shares or provide written consents as indicated in Section 2(a) of this Agreement, act by written consent or execute and deliver a proxy, solely (ii) hereby affirms that the irrevocable proxy set forth in respect of the matters described in, and in accordance with, this Section 2.1(a2(b), and if it becomes effective pursuant to vote or grant a written consent with respect to the Covered Securities provided in Section 2.1(aclause (i). This irrevocable proxy and power of attorney , is given in connection with, and in consideration of, with the execution of the Merger Agreement and the TransactionsPurchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting the Shareholder under this Agreement. The Supporting Shareholder Agreement and (iii) hereby (a) affirms that such the irrevocable proxy is (i) coupled with an interest, interest and (iib) subject affirms that such irrevocable proxy, if it becomes effective pursuant to the last sentence of this Section 2.3clause (i), is executed and intended to be irrevocable and coupled with an interest in accordance with the provisions of the Laws Section 16-10a-722 of the State URBCA. This proxy shall only be effective if the Shareholder fails to appear, or otherwise fails to cause the Committed Shares to be counted as present for purposes of New Yorkcalculating a quorum, at each annual, special or other meeting of the shareholders of Company and to vote the Committed Shares in accordance with Section 2(a) above, and VDA hereby acknowledges that the proxy granted hereby shall not be effective for any other purposes. VDA also acknowledges that, except as provided for herein, Shareholder retains the rights to vote the Committed Shares in Shareholder's sole discretion with respect to any matter other than those set forth in Section 2(a) and Section 2(d). The Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by the Shareholder prior to the execution of this Agreement in respect of the voting of the Committed Shares, if any, are not irrevocable and the Shareholder hereby revokes (bor causes to be revoked) revokes any and all prior proxies granted and voting undertakings delivered by such Supporting Shareholder previous proxies, powers of attorney, instructions or other requests with respect to the Covered Securities Committed Shares. Upon the effectiveness of the proxy, the vote, if any, of the proxy holder pursuant to the extent such prior proxies granted and voting undertakings conflict with or are inconsistent with the proxies granted under proxy set forth in this Section 2.3 2(b) shall control the outcome, and no subsequent be determinative, of any conflict between the vote by the proxy or voting undertaking shall be given holder of the Committed Shares and a vote by such Supporting the Shareholder (and if given shall be ineffective)of the Committed Shares. The Supporting Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law necessary to effectuate the intent of this proxy. The proxy and the proxy and power of attorney granted by such Supporting Shareholder herein hereunder is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney and shall not be revoked by survive the dissolution, bankruptcy, death or incapacity of such Supporting or the Shareholder. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate only upon the termination of this Agreement in accordance with its termsSection 5 hereof.