Common use of Irrevocable Proxies Clause in Contracts

Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.

Irrevocable Proxies. Each In order to secure the performance of the Stockholder’s obligations under this Agreement, revoking (or causing by entering into this Agreement and solely with respect to be revoked) any proxies that he or it has heretofore grantedthe matters described in Section 2.01, the Stockholder hereby irrevocably appoints grants a proxy appointing such persons as Parent designates as the Stockholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its name, place and stead of such Stockholderstead, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect dissent, or otherwise to utilize such Stockholder’s Subject Shares voting power in the manner contemplated by and in accordance with the provisions of Section 3.1 at any 2.01, in such meeting; and (iii) grant or withholdperson’s discretion, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Stockholder’s Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the deathin each case, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant in accordance with Section 5.03. The Stockholder hereby revokes any and all previous proxies granted with respect to Section 4.2the Stockholder’s Subject Shares. Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 2.05 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent covenants any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereoftransactions contemplated thereby.

Irrevocable Proxies. Each In order to secure the performance of each Stockholder’s obligations under this Agreement, revoking (or causing by entering into this Agreement and solely with respect to be revoked) any proxies that he or it has heretofore grantedthe matters described in Section 1.01, such Stockholder hereby irrevocably appoints Parent grants a proxy appointing such Persons as Triarc designates as such Stockholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholderxxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such Stockholder’s Subject Shares Shares, in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withholdeach case, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant to in accordance with Section 4.24.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 1.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. Parent covenants THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder shall execute and agrees with each deliver to Triarc any proxy cards that such Stockholder that Parent will exercise receives to vote in favor of the foregoing proxy consistent with adoption of the provisions Merger Agreement, the Merger or any of Section 3.1 hereofthe transactions contemplated thereby.

Irrevocable Proxies. (a) Each Stockholderparty to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Generally Elected Directors, revoking (or causing and each of them, with full power of substitution, with respect to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, tofollowing items: (i) attend election of persons as members of the Board in accordance with Section 1.2 hereto, (ii) votes to increase authorized shares pursuant to Section 1.7 hereto, and (iii) votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and vote, if and only if the party fails to vote, or attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of (x) the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or (y) approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 2, respectively, of this Agreement or to take any action necessary to effect Sections 1 and 2, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all stockholder meetings previous proxies or powers of the Company attorney with respect to the matters set forth in Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 3.1; 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (ii) voteother than this Agreement), express consent arrangement or dissent understanding with any person, directly or issue instructions to the record holder indirectly, to vote, express consent grant any proxy or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue give instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence voting of any other event other than of the termination Shares, in each case, with respect to any of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy matters set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereofherein.

Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the such Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination termination, upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.

Irrevocable Proxies. Each Such Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (ia) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.13.01; (iib) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 3.01 at any such meeting; and (iiic) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.13.01, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.24.02. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 3.02 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof3.01. The irrevocable proxy set forth in this Section 3.2 3.02 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.24.02. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof3.01.

Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.25.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.25.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.

Irrevocable Proxies. Each StockholderSuch Stockholder hereby revokes any and all proxies, revoking (or causing to be revoked) any proxies powers of attorney and instructions that he or it such Stockholder has heretofore granted, granted and hereby irrevocably appoints Parent Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxx, in their respective capacities as directors or officers of Parent, and any individual who shall succeed to any such position, and any other Person designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-in fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.12.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 2.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.12.1, all written consents with respect to the Subject Shares, in each case to the same extent and with the same effect as such Stockholder might or would do under applicable Law. The foregoing proxy shall be deemed to be is a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the valid termination of this Agreement pursuant to Section 4.23.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 2.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 2.1 hereof. The irrevocable proxy set forth in this Section 3.2 2.2 is executed and intended to be irrevocable, irrevocable subject, however, to automatic termination upon the valid termination of this Agreement pursuant to Section 4.23.2. For Subject Shares to which a Stockholder is the beneficial but not the record owner, such Stockholder shall cause the record owner of any such shares to revoke any and all proxies, powers of attorney and instructions that such record owner has previously granted and to grant to Parent covenants a proxy to the same effect as that contained herein in this Section 2.2. Each Stockholder agrees that, unless and agrees with each Stockholder that Parent will exercise until this Agreement is validly terminated pursuant to Section 3.2, no subsequent proxy (whether revocable or irrevocable), power of attorney or instruction shall be given by such Stockholder, except as required by the foregoing proxy consistent letter of transmittal in connection with the provisions Merger. The parties hereto acknowledge and agree that neither Parent, Merger Sub nor any of their respective successors, assigns, Affiliates, Subsidiaries, employees, directors, officers, agents, shareholders or other representatives shall incur any liability to any Stockholder or any of its Affiliates in connection with or as a result of the exercise of the proxy or power of attorney granted pursuant to this Section 3.1 hereof2.2 to the extent such exercise of the proxy or power of attorney is permitted by this Agreement.

Irrevocable Proxies. Each StockholderIn order to secure the performance of each Shareholder’s obligations under this Agreement, revoking (or causing by entering into this Agreement and solely with respect to be revoked) any proxies that he or it has heretofore grantedthe matters described in Section 1.01, such Shareholder hereby irrevocably appoints Parent grants a proxy appointing Txxxxx X. Xxxxxx, a member of the Board of Directors of Wendy’s (the “Board”), and each of them (the “Proxy”) as such Shareholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholdersxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such StockholderShareholder’s Subject Shares Shares, in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withholdeach case, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant to in accordance with Section 4.24.03. Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked. Each Shareholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 1.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 4.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. Parent covenants THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder shall execute and agrees with each Stockholder deliver to Wendy’s any proxy cards that Parent will exercise such Shareholder receives to vote in favor of the foregoing proxy consistent with adoption of the provisions Merger Agreement and the Merger and in favor of Section 3.1 hereofthe Opt Out Approval.

Irrevocable Proxies. Each Stockholder(a) By execution of this Agreement, revoking each Shareholder (or causing to be revokedother than Fifth Avenue Capital Partners) hereby revokes any and all prior proxies that he or it has heretofore granted, and hereby irrevocably appoints Parent and constitutes Xx. XxXxxx, with full power of substitution, to act as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings to vote the Restricted Shares of the Company with respect to the matters such Shareholder set forth in Section 3.1; on Exhibit A on all matters presented at any meeting of shareholders (including any adjournments or postponements thereof) and/or (ii) voteto execute and deliver any shareholder consent in lieu thereof, express consent or dissent or issue instructions as Xx. XxXxxx may determine in his sole discretion, and Xx. XxXxxx hereby accepts such appointment. Each proxy granted pursuant to this Section 1.1(a) shall be effective for all purposes from the record holder Effective Date until the consummation of an initial public offering of shares of Common Stock pursuant to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance a registration statement filed with the provisions Securities and Exchange Commission under the Securities Act of 1933, as amended, on Form S-1, Form SB-2 or the equivalent thereof, subject to earlier termination pursuant to Article II hereof. Each proxy authority contained in this Section 3.1 at any such meeting; and (iii1.1(a) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (interest and as such shall be irrevocable. Each proxy granted pursuant to this Section 1.1(a) shall survive and each Shareholder's death or incapacity and, during the term thereof, may not be affected revoked by the death, incapacity, mental illness any guardian or insanity other personal representative of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of Shareholder for any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereofreason whatsoever.

Irrevocable Proxies. Each StockholderIn order to secure the performance of each Shareholder’s obligations under this Agreement, revoking (or causing by entering into this Agreement and solely with respect to be revoked) any proxies that he or it has heretofore grantedthe matters described in Section 1.01, such Shareholder hereby irrevocably appoints Parent grants a proxy appointing Xxxxxx X. Xxxxxx, a member of the Board of Directors of Wendy’s (the “Board”), and each of them (the “Proxy”) as such Shareholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholderxxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such StockholderShareholder’s Subject Shares Shares, in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withholdeach case, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant to in accordance with Section 4.24.03. Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked. Each Shareholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 1.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 4.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. Parent covenants THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder shall execute and agrees with each Stockholder deliver to Wendy’s any proxy cards that Parent will exercise such Shareholder receives to vote in favor of the foregoing proxy consistent with adoption of the provisions Merger Agreement and the Merger and in favor of Section 3.1 hereofthe Opt Out Approval.

Irrevocable Proxies. Each StockholderIn order to secure the performance of each Shareholder’s obligations under this Agreement, revoking (or causing by entering into this Agreement and solely with respect to be revoked) any proxies that he or it has heretofore grantedthe matters described in Section 4.01, such Shareholder hereby irrevocably appoints grants a proxy appointing such Persons as Parent designates as such Shareholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholderxxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 4.01, in such Person’s discretion, with respect to such StockholderShareholder’s Subject Shares Shares, in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withholdeach case, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant in accordance with Section 5.03. Such Shareholder hereby revokes any and all previous proxies granted with respect to Section 4.2its, his or her Subject Shares. Each Stockholder Shareholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 4.02 is given in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 5.03. Each Shareholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 4.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder shall execute and deliver to Parent covenants any proxy cards that such Shareholder receives to vote in favor of the adoption of the Merger Agreement and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereoftransactions contemplated thereby.

Irrevocable Proxies. Each In order to secure the performance of each Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, each Stockholder hereby irrevocably grants (and with respect to each Contingent Stockholder, revoking each such Contingent Stockholder commits to irrevocably grant, upon the expiration of the Existing Voting Agreement) a proxy appointing Xx. Xxxxxx X. Gluckstern (or causing to be revoked“SMG”) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as such Stockholder’s attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholderxxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.01, in SMG’s discretion, with respect to such Stockholder’s Subject Shares Shares, in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withholdeach case, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant to in accordance with Section 4.24.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares (other than proxies pursuant to the Existing Voting Agreement) are not irrevocable, and that any such proxies are hereby revoked. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 1.02 is given (and with respect to each Contingent Stockholder, is committed to be given) in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Purchase Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with Section 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. Parent covenants THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder (and agrees with respect to the each Contingent Stockholder, upon the expiration of the Existing Voting Agreement) shall execute and deliver to SMG any proxy cards that such Stockholder that Parent will exercise receives to vote in favor of the foregoing proxy consistent with approval of the provisions Purchase Agreement, the Transaction or any of Section 3.1 hereofthe transactions contemplated thereby.

Irrevocable Proxies. Each In order to secure the performance of each Stockholder's obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in SECTION 1.01, each Stockholder hereby irrevocably grants (and with respect to each Contingent Stockholder, revoking each such Contingent Stockholder commits to irrevocably grant, upon the expiration of the Existing Voting Agreement) a proxy appointing Xx. Xxxxxx X. Gluckstern (or causing to be revoked"SMG") any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as such Stockholder's attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the its, his or her name, place and stead of such Stockholderxxxxx, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with SECTION 1.01, in SMG's discretion, with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the 's Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the deathin each case, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than until the termination of this Agreement pursuant to Section 4.2in accordance with SECTION 4.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares (other than proxies pursuant to the Existing Voting Agreement) are not irrevocable, and that any such proxies are hereby revoked. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 3.2 SECTION 1.02 is given (and with respect to each Contingent Stockholder, is committed to be given) in connection with and granted in consideration the execution of and as an inducement to Parent entering into the Merger Purchase Agreement and affirms that such irrevocable proxy is given to secure the obligations of the Stockholder coupled with an interest and may under Section 3.1 hereof. The no circumstances be revoked, except that such irrevocable proxy set forth in this Section 3.2 is executed and intended to shall be irrevocablerevoked automatically, subjectwithout any notice or other action by any Person, however, to automatic termination upon the termination of this Agreement pursuant in accordance with SECTION 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to Section 4.2be done by virtue hereof. Parent covenants THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder (and agrees with respect to the each Contingent Stockholder, upon the expiration of the Existing Voting Agreement) shall execute and deliver to SMG any proxy cards that such Stockholder that Parent will exercise receives to vote in favor of the foregoing proxy consistent with approval of the provisions Purchase Agreement, the Transaction or any of Section 3.1 hereofthe transactions contemplated thereby.